UNITED STATES
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549

                            FORM 10-Q

                           (Mark One)

 [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended March 31, 1997

                               OR

[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________ to ______________

Commission file number  0-16230


            STRUCTURAL DYNAMICS RESEARCH CORPORATION
     (Exact name of registrant as specified in its charter)


   Ohio                                    31-0733928
(State or other jurisdiction of        (I.R.S. Employer
incorporation or organization)         Identification No.)


             2000 Eastman Drive, Milford, Ohio 45150
            (Address of principal executive offices)
                           (Zip Code)


                          (513) 576-2400
      (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

              Yes [X]                       No [  ]

As  of  April  30,  1997  there were  33,040,914  shares  of  the
Registrant's   Common  Stock  without  par   value   issued   and
outstanding.

                 PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                

<TABLE>
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
              Consolidated Statement of Operations
                           (Unaudited)
              (in thousands, except per share data)
<CAPTION>
                                         Three Months Ended
                                              March 31,
                                       1997             1996
<S>                                   <C>              <C>
Revenue:                                                 
 Software licenses                    $ 41,158         $33,708
 Software maintenance and services      39,706          31,341

        Total revenue                   80,864          65,049
                                                   
Cost of revenue:                                       
 Cost of licenses                        6,908           6,636
 Cost of maintenance and services       23,131          12,501
                                     
        Total cost of revenue           30,039          19,137

Gross profit                            50,825          45,912
                                                       
Operating expenses:                                    
 Selling and marketing                  24,156          26,402
 Research and development               11,538           7,855
    General and administrative           4,187           4,346
    Purchased in-process research       20,850            ---
and development                        
        Total operating expenses        60,731          38,603

                                                       
        Operating income (loss)         (9,906)          7,309
 
                                                      
Equity in earnings of affiliates          ---              995
                                                       
Other income (loss), net                   528            (159)
Income (loss) before income taxes       (9,378)          8,145
                                                        
Income tax expense                       3,022           1,789
        Net income (loss)             $(12,400)        $ 6,356
                                      
                                                       
Earnings (loss) per share:                             
        Primary:                      $   (.37)        $   .18
        Fully diluted                     (.37)            .18
                                                       
Common and common equivalent shares:                   
        Primary                          33,361         34,646
        Fully diluted                    33,361         34,893

</TABLE>

See accompanying notes to consolidated financial statements.






<TABLE>
                                
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheet
                                
                         (in thousands)

<CAPTION>

                                      March 31,     December 31,
                                          1997          1996
Assets                                (unaudited)
<S>                                    <C>           <C>
Current assets:                                       
 Cash and cash equivalents             $ 47,107      $ 71,278
 Marketable securities                   23,269        18,502
 Trade accounts receivable, net          71,787        61,743
 Other accounts receivable               12,845         7,464
 Prepaid expenses and other current       9,574         7,918
   assets
        Total current assets            164,582       166,905
                                                       
Marketable securities                     6,502        10,509
                                                       
Property and equipment, at cost:                       
 Computer and other equipment            53,049        49,376
 Office furniture and equipment          14,955        14,535
 Leasehold improvements                   5,798         5,695
                                         73,802        69,606
                                                       
 Less accumulated depreciation and       51,627        48,661
amortization
        Net property and equipment       22,175        20,945
                                                       
Computer software construction           34,798        28,614
costs, net
Other assets                             10,458        11,106

        Total assets                   $238,515      $238,079

</TABLE>

See accompanying notes to consolidated financial statements.
                                


<TABLE>                                
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheet
                                
              (in thousands, except per share data)
<CAPTION>
                                       March 31,     December 31,
                                         1997          1996
Liabilities and Shareholders' Equity  (unaudited)
<S>                                    <C>          <C>
Current liabilities:                                   
 Accounts payable                      $ 12,663     $  9,695
 Accrued expenses                        35,096       36,045
 Accrued litigation settlement and       10,104       10,104
related costs
 Accrued income taxes                     9,091        8,082
 Deferred revenue                        42,575       36,460
                                        
        Total current liabilities       109,529      100,386
                                                       
Other long-term liabilities               8,111        8,394
                                                       
Shareholders' equity:                                  
Common stock, stated value $.0069                     
 per share                                              
 Authorized 100,000 shares;                     
 outstanding shares-                      
 33,002 and 32,760 net of 1,553
 and 1,542 shares in treasury               229          228
 Capital in excess of stated value       92,877       87,292
 Retained earnings                       29,110       41,510
 Foreign currency translation            (1,237)         298
  adjustment
 Unrealized holding loss on                (104)         (29)
  investments
        Total shareholders' equity      120,875      129,299
                                                   
                                                      
                                                      
        Total liabilities and          $238,515     $238,079
         shareholders' equity

</TABLE>
        

<TABLE>                        
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
         Condensed Consolidated Statement of Cash Flows
                           (Unaudited)
                         (in thousands)

<CAPTION>

                                            Three Months Ended
                                                March 31,

                                          1997            1996
<S>                                      <C>             <C>
Net cash provided by operating           $ 11,354        $ 1,753
activities                                               

Cash flows from investing activities:                     
   (Purchases) sales of marketable           (835)         1,714
     securities, net
   Additions to property and equipment,    (3,326)        (3,624)
    net
   Additions to computer software          (3,865)        (1,255)
     construction costs                       
   Acquisition of Metaphase               (28,050)           ---
    Technology, Inc.  
   Net cash (used in) investing           (36,076)        (3,165)
   activities      

Cash flows from financing activities:                     
   Stock issued under employee benefit      2,894          9,295
     plans
   Purchases of treasury stock               (808)        (1,713)
                                         
         Repayment of long term debt         ---            (132)
         Net cash provided by financing     2,086          7,450
           activities
Effect of exchange rate changes on cash    (1,535)            12
                                         
(Decrease) increase in cash and cash      (24,171)         6,050
equivalents         
Cash and cash equivalents:                                
   Beginning of period                     71,278         61,848

   End of period                         $ 47,107        $67,898
                                                          
</TABLE>

See accompanying notes to consolidated financial statements.



    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements
                           (Unaudited)
              (in thousands except per share data)


(1)  Basis of Presentation

The accompanying unaudited consolidated financial statements have
been   prepared  by  the  Company  pursuant  to  the  rules   and
regulations  of  the  Securities  and  Exchange  Commission.   As
permitted  by the rules of the Securities and Exchange Commission
applicable  to  quarterly reports on Form 10-Q, these  notes  are
condensed  and  do  not  contain  all  disclosures  required   by
generally  accepted accounting principles.   In  the  opinion  of
management,  these financial statements contain  all  adjustments
(consisting   of   only  normal  recurring  adjustments,   unless
otherwise  noted)  necessary  to  present  fairly  the  Company's
financial  position, results of operations and cash flows  as  of
the dates and for the periods indicated.

(2)  Acquisition of Metaphase Technology, Inc.

In  1992  the  Company  and  Control Data  Systems,  Inc.  (CDSI)
established a joint venture company, Metaphase Technology,  Inc.,
(Metaphase), to develop and market product data management  (PDM)
software  worldwide.  The Company initially owned a 35%  interest
and  increased  such interest to 50% during 1993.  The  Company's
investment in Metaphase was accounted for on the equity basis.

In  January  1997,  the Company acquired the remaining  stock  of
Metaphase and certain assets of CDSI's global PDM software  sales
and  support  business.   The  purchase  price  of  approximately
$34,000  included  cash  and a stock  warrant.   The  warrant  is
exercisable for 750 shares of the Company's common stock  without
par  value at the exercise price of $28 per share and expires  on
December  31, 1998.  A value of $3,500 has been assigned  to  the
warrant  and  recorded in Shareholders' equity.   The  excess  of
purchase price over the fair values of the net assets acquired is
approximately $2,307 and has been recorded as goodwill.   Certain
other intangibles, including computer software construction cost,
total  approximately $8,555 and have been recorded on the balance
sheet.  All intangibles associated with the acquisition are being
amortized  over  their useful lives, which do  not  exceed  seven
years.   Also  in  connection with the acquisition,  the  Company
recorded a one-time charge to operations of $20,850 for the write
off  of  in-process  research  and development  acquired  in  the
transaction that did not have an alternative future use  and  had
not  reached  technological  feasibility.   The  acquisition  was
accounted   for   using  the  purchase  method.   The   Company's
consolidated  statement  of  operations  includes  the  operating
results  of  Metaphase  and the CDSI assets  acquired,  beginning
January 1, 1997.

(3)  Taxes

The  provision for income taxes reflects taxes currently payable.
Based  on the Company's historical tax position and estimates  of
taxable income for the next four years, a valuation allowance  is
provided against deferred tax assets when the Company believes it
is  more likely than not that the deferred tax assets will not be
realized.   These factors cause the effective tax rate to  differ
from the expected statutory rate.

Item  2.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.
(in thousands)

Structural   Dynamics   Research   Corporation   is   a   leading
international  supplier  of mechanical  design  automation  (MDA)
software,  product  data management (PDM)  software  and  related
services.  The Company provides software and related services  to
manufacturers  to optimize product performance and  reduce  cost,
while  streamlining the product development process from  concept
through manufacturing.

Certain   statements  in  this  Form  10-Q  are  forward  looking
statements  that involve risks and uncertainties,  including  the
timely availability and acceptance of new products, the impact of
competitive  products and pricing, the management of growth,  and
the  other  risks  detailed from time to time  in  the  Company's
Securities  and  Exchange  Commission  reports.   The   Company's
results   could  differ  from  those  results  described  herein.
Forward looking information should be evaluated in the context of
these  and  other  factors some of which are  described  in  more
detail in Factors That May Affect Future Results.

Acquisition of Metaphase Technology, Inc.

In  January  1997,  the Company acquired the remaining  stock  of
Metaphase  Technology, Inc., (Metaphase), and certain  assets  of
Control Data Systems, Inc.'s (CDSI) global PDM software sales and
support  business.   The purchase price of approximately  $34,000
includes cash and a stock warrant.  The acquisition was accounted
for  as a purchase.  During the three months ended March 31, 1997
the Company recorded a one-time charge of $20,850 to write off in-
process research and development acquired in the acquisition that
did  not  have  an  alternative future use and  had  not  reached
technological feasibility.

Revenue

The  Company's consolidated net revenue increased 24% to  $80,864
for  the  three  months  ended  March 31, 1997,  as  compared  to
$65,049 for the three months ended March 31, 1996.

Software  license revenue increased 22% to $41,158 for the  three
months ended March 31, 1997 as compared to $33,708 for the  three
months ended March 31, 1996.  Further acceptance of the
I-DEAS  Master  Series product enhancements and increased  demand
for   Metaphase  Series  2,  particularly  from  the   automotive
industry,  were  the key factors in strong license  growth.   PDM
license revenue grew 72% on the strength of a large order from  a
major automotive customer.

Software  maintenance  and  services  revenue  increased  27%  to
$39,706 for the three months ended March 31, 1997 as compared  to
$31,341  for  the  three months ended March  31,  1996.  Software
services  revenue continues to grow due to the overall  increases
in  I-DEAS  Master  Series and Metaphase Series 2  implementation
projects,  generated from strong license sales of these products.
Additionally,  software services revenue  growth  was  positively
impacted by revenue generated from a large contract with  one  of
the Company's major automotive customers.

For  the  three  month periods ended March  31,  1997  and  1996,
revenue  in  North America accounted for 52% and 47%, Europe  27%
and   18%,  and  Asia-Pacific  21%  and  25%,  respectively,   of
consolidated  revenues.   The Company expects  the  international
market to continue to account for a significant portion of  total
revenue.

Expenses

Cost  of  revenue consists principally of the staff  and  related
costs  associated  with the generation and  support  of  software
service    revenue,   amortization   of   capitalized    software
construction  costs,  royalty fees paid to  third  parties  under
licensing  agreements  and  the  cost  of  distributing  software
products.  Cost of revenue increased 57% to $30,039 for the three
months ended March 31, 1997 as compared to $19,137 for the  three
months ended March 31, 1996.  Cost of revenue represented 37%  of
revenue for the three months ended March 31, 1997, as compared to
29% for the comparable 1996 period.

The  cost of licenses as a percentage of license revenue declined
to 17% for the three months ended March 31, 1997, compared to 20%
for  the  same  period  of  1996.  The decline  in  the  cost  of
licenses, relative to license sales, occurred because the Company
no longer has royalty payments to Metaphase, due to the Company's
acquisition of that software developer. The cost of services  and
maintenance  for  the three months ended March  31,  1997,  as  a
percentage of the related revenue, increased to 58%, compared  to
40%  for  the  same period of 1996.  Relative to  the  associated
sales,  cost  of services and maintenance increased  due  to  the
hiring,  training and integration cost of expanding the workforce
to  meet  the  growing  demand  for software  implementation  and
training  services.   Additionally, for the  three  months  ended
March  31,  1997,  cost  of  services  and  maintenance  included
expenses  to  support,  at  lower  margins,  service  commitments
transferred  to  the  Company as a result of  purchasing  certain
assets  of  CDSI  in  connection with the Metaphase  acquisition.
These service operations are being combined with the Company  and
the existing commitments will be restructured as they expire.

Selling  and  marketing expenses consist of the costs  associated
with  the  world-wide sales and marketing staff, advertising  and
product localization.  These expenses decreased 9%  for the three
months ended March 31, 1997 as compared to the three months ended
March  31, 1996.  Selling and marketing expenses represented  30%
of  revenue for the three months ended March 31, 1997 as compared
to  41%  for  the  comparable  1996 period.   While  the  Company
expanded  its sales force and marketing efforts since  March  31,
1996,  the net decrease in selling and marketing expense resulted
from certain charges which occurred during the three months ended
March  31,  1996 but which did not recur for the same  period  of
1997.   These non recurring charges included significant expenses
for  a  corporate  advertising campaign,  bad  debt  expense  and
certain commission programs.  Also, cost efficiencies were gained
over  the  prior  year period by integrating Camax  Manufacturing
Technologies,  Inc.'s  sales  and marketing  resources  with  the
Company's.

Research  and  development expenses consist of expenses  for  the
development  of software products which cannot be capitalized  in
accordance  with  Statement  of  Financial  Accounting  Standards
No.  86.   These expenses increased 47% to $11,538 for the  three
months  ended March 31, 1997 as compared to $7,855 for the  three
months  ended March 31, 1996.  Research and development  expenses
represent  14%  and  12% of revenue for the  three  months  ended
March  31,  1997  and 1996, respectively. The  increase  was  due
primarily  to  the  addition  of  development  staff   from   the
acquisition   of  Metaphase  in  January  1997.    Research   and
development cost excluded capitalized, internal software cost  of
$3,326  for  the three months ended March 31, 1997,  compared  to
$1,255   for  the  same  period  last  year.   The  increase   in
capitalized  cost  reflected a higher level of development  staff
since March 31, 1996 and different timing of new product releases
compared  to the prior year.  The Company expects to continue  to
devote substantial resources to research and development.

General  and administrative expenses consist of costs  associated
with   the   corporate,  finance,  legal,  human   resource   and
administrative staffs.  These expenses decreased 4  %  to  $4,187
for  the three months ended March 31, 1997 as compared to  $4,346
for   the  three  months  ended  March  31,  1996.   General  and
administrative  expenses represent 5% of revenue  for  the  three
months  ended        March 31, 1997 and 7%  for the three  months
ended March 31, 1996.  The decrease in general and administrative
expenses  was due to lower legal and accounting fees, which  were
associated   with   the   acquisition  of   Camax   Manufacturing
Technologies, Inc. and the settlement of a lawsuit in 1996.

Equity in Losses of Affiliates

For  the  three  month  period ended March 31,  1996,  equity  in
earnings  of  affiliates  represented  the  Company's  share   of
operating  results  of  its  joint venture  investee,  Metaphase.
Since  the  Company's acquisition of Metaphase in January,  1997,
the  operating  results  of Metaphase  are  consolidated  in  the
Company's statement of operations.

Other Income

For  the  three months ended March 31, 1997, other income  (loss)
includes  interest  income  of  approximately  $900  and  foreign
exchange  losses  of  approximately $400.  For  the  three  month
period  ended  March  31, 1996, other income  (loss)  includes  a
charge of approximately $950 for the settlement of a lawsuit.

Taxes

The  provision for income taxes reflects taxes currently payable.
Deferred tax benefits relating to temporary differences have been
offset by a valuation allowance due to doubt as to their ultimate
realization.   These  factors cause the  effective  tax  rate  to
differ from the expected statutory rate.

Liquidity and Capital Resources

At  March  31,  1997,  the Company had cash  and  investments  of
$76,878  as  compared  to  $100,289 at December  31,  1996.   The
decrease  in cash and investments from December 31, 1996  is  due
primarily to the use of cash in the acquisition of Metaphase  and
certain assets of CDSI. The Company's working capital was $55,053
at  March  31,  1997.   In addition, the Company  has  an  unused
unsecured  bank  line of credit of $15,000.  The Company  has  no
current  commitments  for material capital  expenditures.   These
existing  sources  of  liquidity  and  funds  anticipated  to  be
generated  from operations are expected to provide adequate  cash
to fund the Company's projected needs for the foreseeable future.

Factors That May Affect Future Results

Forward  looking statements and the Company's results are subject
to  certain  risks and uncertainties, including  those  discussed
below,  that  could  cause actual results to  differ  from  those
disclosed.   Any  risk  and  uncertainty  posed  by  competitive,
technological  or financial factors could have an  immediate  and
significant adverse effect on the trading price of the  Company's
stock in any given period.

Future  quarterly results could be impacted by  factors  such  as
customer  order  delays,  a slower growth  rate  in  the  market,
increased  competition  or adverse changes  in  general  economic
conditions  in  any of the countries in which  the  Company  does
business.  The loss of a major customer or a reduction in  orders
from  a  major  customer or distributor could have a  significant
impact  to  the results of operations in any particular  quarter.
Historically, a significant portion of the Company's  revenue  is
generated  from  shipments in the last month of  a  quarter.   In
addition, higher volumes of orders have been experienced  in  the
second  and  fourth quarter. The concentration  of  orders  makes
projections   of  quarterly  financial  results  difficult.    If
customers  delay  their orders or a disruption in  the  Company's
distribution  occurs,  quarterly results  of  operations  in  any
particular  quarter  may be negatively impacted.   A  significant
portion  of  the  Company's  revenue is  from  the  international
market.   As a result, the Company's financial results  could  be
impacted  by  weakened  general  economic  conditions,  differing
technological advances or preferences, volatile foreign  exchange
rates  and government trade restrictions in any country in  which
the  Company  does business.  The Company relies on distributors,
representatives and value added resellers to market its products.
The Company's revenue in any particular quarter may be
negatively  impacted by a lower than anticipated  performance  of
any   significant  distributor,  representative  or  value  added
reseller.

The Company's success is dependent on its ability to continue  to
develop,  enhance and market new products to meet its  customers'
sophisticated  needs in a timely manner and which are  consistent
with current technological developments.

The  Company's  success also depends in part on  its  ability  to
attract and retain technical and other key employees who  are  in
great demand, to protect the intellectual property rights of  its
products  and  to  continue key relationships  with  third  party
authors.   As development cycles become shorter, product quality,
performance, reliability, ease of use, functionality, breadth and
integration  may be impacted.  Therefore, customer acceptance  of
new   products  cannot  be  assured.   The  CAD/CAE/CAM  software
industry   is  highly  competitive.   The  entire  industry   may
experience  pricing and margin pressure which as a  result  could
adversely  affect the Company's operating results  and  financial
position.

In  addition, the Company's expense levels are based, in part, on
its  future  revenue  expectations.  The  Company  continues   to
increase  its  operating  expense  levels  to  meet  the  growing
customer  demand  for the Company's products  and  services.   If
revenue  is  below  expectations,  operating  results  could   be
adversely   and   materially  affected.   Net   income   may   be
disproportionately affected by an unexpected reduction in revenue
because  the Company's expense levels are generally committed  in
advance  and a relatively small portion of the Company's expenses
vary with revenue.

Future  results could also be impacted by the integration of  the
Company  and  Metaphase.  In addition,  the  Company  is  in  the
process   of  upgrading  its  world-wide  information  management
system.    Such  a  major  undertaking  could  cause  significant
disruption as a result of unexpected delays in the implementation
of this project.  There can be no assurance that the project will
be completed within the projected time frame and budget.

The trading price of the Company's stock, like other software and
technology  stocks, is subject to significant volatility  due  to
factors impacting the overall market which are unrelated  to  the
Company's performance.  The historical results of operations  and
financial  position of the Company are not necessarily indicative
of future financial performance.  If revenues or earnings fail to
meet  securities  analysts'  expectations,  there  could  be   an
immediate and significant adverse impact on the trading price  of
the Company stock.

While  the Company believes that the disclosures are adequate  to
make  the  information not misleading, these financial statements
should  be  read  in conjunction with the Consolidated  Financial
Statements  and  related notes included in the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1996.

The Company has not experienced a material adverse impact of such
risks  or  uncertainties and does not anticipate such an  impact.
However,   no  assurance  can  be  given  that  such  risks   and
uncertainties  will not affect the Company's  future  results  of
operations or its financial position.







                   PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

 (A) Exhibits filed as part of this report:

11(a)   Calculation of Primary Earnings Per Common Share
11(b)   Calculation of Fully Diluted Earnings Per Common Share

 (B) No report on Form 8-K was filed during the first quarter of
1997.

The  information furnished in this report has not  been  audited.
It  reflects  all  adjustments  which  are,  in  the  opinion  of
management, necessary for a fair statement of the results for the
interim  periods  reported.   The  results  are  not  necessarily
indicative of results of operations to be expected for  the  full
fiscal year.



                            SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                         STRUCTURAL DYNAMICS RESEARCH CORPORATION




Date:  May 13, 1997           By: /s/ Jeffrey J. Vorholt
                                Jeffrey J. Vorholt,
                                Vice President,
                                Chief Financial Officer and
                                Treasurer



                                *    Pursuant to the last
                                sentence of General Instruction G
                                 to Form 10-Q, Mr. Jeffrey J.
                                Vorholt has executed
                                this Quarterly Report on Form
                                10-Q both on behalf of the
                                registrant and in his capacity
                                as its principal financial and
                                accounting officer.


                                                    EXHIBIT 11(a)



    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
     Calculation of Primary Earnings (Loss) Per Common Share

              (in thousands, except per share data)




                                Three Months Ended March 31,
                                      1997             1996
PRIMARY                                               
                                                      
 Average shares outstanding           33,361            31,982
                                                      
Net  effect  of  dilutive  stock                   
options after                      
application  of  the  treasury
stock method                             ---             2,664
       Total                        $ 33,361            34,646

       Net income (loss)            $(12,400)            6,356

       Net income (loss) per share  $   (.37)            $ .18




                                                    Exhibit 11(b)



    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
  Calculation of Fully Diluted Earnings (Loss) Per Common Share
                                
              (in thousands, except per share data)


                                   Three Months Ended March
                                               31,
                                      1997             1996
FULLY DILUTED                                         
                                                      
 Average shares outstanding                           
                                    33,361            31,982
                                                      
Net  effect  of  dilutive  stock                   
options after           
application  of  the  treasury
stock method                           ---             2,911
       Total                       $33,361            34,893
                                                      
       Net income (loss)           $12,400)          $ 6,356

                                                      
       Net income (loss) per share $  (.37)          $ .18