UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10Q

(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, 2000

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____________ to ______________

Commission file number  016230

STRUCTURAL DYNAMICS RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

|Ohio                            | 10733928            
|------------------------------- | --------------------
|(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, 2000 there were 36,016,821 shares of the Registrant's Common Stock without
par value issued and outstanding.

STRUCTURAL DYNAMICS RESEARCH CORPORATION

Form 10-Q for period ending March 31, 2000

Table of Contents

|PART I.   | FINANCIAL INFORMATION                                                                 | Page
|--------- | ------------------------------------------------------------------------------------- | ----
|Item 1.   | Financial Statements                                                                  |     
|          | Consolidated Statement of Operations                                                  | 1   
|          | Consolidated Balance Sheet                                                            | 2   
|          | Consolidated Statement of Cash Flows                                                  | 4   
|          | Notes to Consolidated Financial Statements                                            | 5   
|Item 2.   | Management's Discussion and Analysis of Financial Condition and
Results of Operations | 6   
|Item 3.   | Quantitative and Qualitative Disclosures About Market Risk                            | 11  
|          |                                                                                       |     
|PART II.  | OTHER INFORMATION                                                                     |     
|Item 6.   | Exhibits and Reports on Form 8-K                                                      | 12  
|          |                                                                                       |     
|SIGNATURE |                                                                                       | 13  

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Statement of Operations

(Unaudited)

(in thousands, except per share data)

|                                  |  | Three Months Ended March 31,
|--------------------------------- |  | ----------------------------
|                                  |  | 2000                        
|Revenue:                          |  |                             
|Software licenses                 |  | $  38,770                   
|Software maintenance and services |  | 69,430

-----------         
|Total revenue                     |  | 108,200

-----------        
|                                  |  |                             
|Cost of revenue:                  |  |                             
|Cost of licenses                  |  | 7,845                       
|Cost of maintenance and services  |  | 42,177

-----------         
|Total cost of revenue             |  | 50,022

-----------         
|Gross profit                      |  | 58,178                      
|                                  |  |                             
|Operating expenses:               |  |                             
|Selling and marketing             |  | 27,951                      
|Research and development          |  | 19,140                      
|General and administrative        |  | 4,746

----------           
|Total operating expenses          |  | 51,837

----------          
|                                  |  |                             
|Operating income                  |  | 6,341                       
|                                  |  |                             
|Other income, net                 |  | 713

----------             
|Income before income taxes        |  | 7,054                       
|                                  |  |                             
|Income tax expense                |  | 2,715

----------           
|Net income                        |  | $    4,339

======          
|                                  |  |                             
|Net income per share:             |  |                             
|Basic                             |  | $       .12                 
|Diluted                           |  | .12                         
|                                  |  |                             
|Comprehensive income              |  | $   3,342

======           

See accompanying notes to consolidated financial statements.

STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheet

(in thousands)

|                                               |  | March 31,            |  | December
31,      
|---------------------------------------------- |  | -------------------- |  | ------------------
|                                               |  | 2000                 |  | 1999              
|Assets                                         |  | (unaudited)          |  |                   
|                                               |  |                      |  |                   
|Current assets:                                |  |                      |  |                   
|Cash and cash equivalents                      |  | $123,290             |  | $121,507          
|Marketable securities                          |  | 13,997               |  | 12,003            
|Trade accounts receivable, net                 |  | 113,515              |  | 91,288            
|Other accounts receivable                      |  | 6,419                |  | 7,779             
|Prepaid expenses and other current assets      |  | 12,390

----------   |  | 10,442

----------
|                                               |  | 269,611              |  | 243,019           
|                                               |  |                      |  |                   
|Marketable securities                          |  | 14,083               |  | 11,174            
|                                               |  |                      |  |                   
|Property and equipment, at cost:               |  |                      |  |                   
|Computer and other equipment                   |  | 71,478               |  | 68,735            
|Office furniture and equipment                 |  | 20,865               |  | 19,415            
|Leasehold improvements                         |  | 10,665

------------ |  | 8,322

-----------
|                                               |  | 103,008              |  | 96,472            
|                                               |  |                      |  |                   
|Less accumulated depreciation and amortization |  | 78,315

------------ |  | 72,871

----------
|Net property and equipment                     |  | 24,693               |  | 23,601            
|                                               |  |                      |  |                   
|Marketable software costs, net                 |  | 63,078               |  | 60,832            
|Goodwill and other intangibles                 |  | 51,186               |  | 42,164            
|Other assets                                   |  | 7,930

-----------   |  | 7,759

---------- 
|                                               |  |                      |  |                   
|Total assets                                   |  | $430,581

=======    |  | $388,549

======= 

See accompanying notes to consolidated financial statements.

STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheet

(in thousands, except per share data)

|                                                                                                                                                          |  | March 31,             |  | December 31,         
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- |  | ---------------------
|                                                                                                                                                          |  | 2000                  |  | 1999                 
|Liabilities and Shareholders' Equity                                                                                                                      |  | (unaudited)           |  |                      
|                                                                                                                                                          |  |                       |  |                      
|Current liabilities:                                                                                                                                      |  |                       |  |                      
|Accounts payable                                                                                                                                          |  | $   17,508            |  | $   16,812           
|Accrued expenses                                                                                                                                          |  | 57,334                |  | 54,545               
|Accrued income taxes                                                                                                                                      |  | 6,386                 |  | 6,139                
|Deferred revenue                                                                                                                                          |  | 83,950

------------  |  | 52,451

------------ 
|Total current liabilities                                                                                                                                 |  | 165,178               |  | 129,947              
|                                                                                                                                                          |  |                       |  |                      
|Long-term liabilities                                                                                                                                     |  | 8,779                 |  | 8,685                
|                                                                                                                                                          |  |                       |  |                      
|Shareholders' equity:                                                                                                                                     |  |                       |  |                      
|Common stock, stated value $.0069 per share

Authorized 100,000 shares; outstanding shares-

35,929 and 35,592 net of 2,617 and 2,678 shares

in treasury |  | 249                   |  | 247                  
|Capital in excess of stated value                                                                                                                         |  | 126,807               |  | 123,444              
|Retained earnings                                                                                                                                         |  | 135,105               |  | 130,766              
|Accumulated other comprehensive income:                                                                                                                   |  |                       |  |                      
|Foreign currency translation adjustment                                                                                                                   |  | (5,309)               |  | (4,332)              
|Unrealized holding loss on marketable securities                                                                                                          |  | (228)

------------   |  | (208)

------------  
|Accumulated other comprehensive income                                                                                                                    |  | (5,537)

------------ |  | (4,540)

------------
|Total shareholders' equity                                                                                                                                |  | 256,624

------------ |  | 249,917

------------
|                                                                                                                                                          |  |                       |  |                      
|Total liabilities and shareholders' equity                                                                                                                |  | $430,581

========    |  | $388,549

=======    

STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(Unaudited)

(in thousands)



|                                                             |  | Three Months Ended March 31,
|------------------------------------------------------------ |  | ----------------------------
|                                                             |  | 2000                        
|                                                             |  |                             
|Cash flows from operating activities:                        |  |                             
|Net Income                                                   |  | $   4,339                   
|Adjustments to reconcile net income to net cash flows        |  |                             
|from operating activities:                                   |  |                             
|Amortization of computer software cost                       |  | 3,990                       
|Depreciation                                                 |  | 3,184                       
|Amortization of acquired intangibles                         |  | 2,385                       
|Loss on sale of business and equipment                       |  | 1,416                       
|Changes in assets and liabilities from operating activities: |  |                             
|Accounts receivable                                          |  | (16,589)                    
|Prepaid expenses and other assets                            |  | (1,804)                     
|Accounts payable and accrued expenses                        |  | (5,274)                     
|Deferred revenue                                             |  | 26,920                      
|Other long-term liabilities                                  |  | (79)                        
|Income taxes                                                 |  | 247

-----------            
|Net cash provided by operating activities                    |  | 18,735                      
|                                                             |  |                             
|Cash flows from investing activities:                        |  |                             
|Purchases of marketable securities, net                      |  | (4,638)                     
|Additions to property and equipment, net                     |  | (2,998)                     
|Additions to marketable software costs                       |  | (6,236)                     
|Acquisition of Sherpa, net of cash acquired                  |  | (4,692)

------------       
|Net cash used in investing activities                        |  | (18,564)                    
|                                                             |  |                             
|Cash flows from financing activities:                        |  |                             
|Issuance of common stock                                     |  | 2,589                       
|Purchase of common stock                                     |  | ------------                
|Net cash provided by (used in) financing activities          |  | 2,589                       
|                                                             |  |                             
|Effect of exchange rate changes on cash                      |  | (977)

------------         
|Increase in cash and cash equivalents                        |  | 1,783                       
|                                                             |  |                             
|Cash and cash equivalents:                                   |  |                             
|Beginning of period                                          |  | 121,507

-----------        
|End of period                                                |  | $123,290

=======           

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 SDRC
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 SDRC's financial position, results of operations and cash flows as of the dates
and for the periods indicated.  These financial statements should be read in conjunction with the
Consolidated Financial Statements and related notes included in SDRC's Annual Report on Form
10-K for the year ended December 31, 1999.

(2)  Earnings Per Share

Basic earnings per common share and dilutive earnings per share are computed using the
weighted average number of common and dilutive common equivalent shares outstanding during
the period, respectively.  Dilutive common equivalent shares are calculated using the treasury
stock method and consist of dilutive stock option grants.

The reconciliations of amounts used for the basic and diluted earnings per share calculations are
as follows for the three months ended March 31:

|                             |  | Income      |  | Shares        |  | Per-Share
|---------------------------- |  | ----------- |  | ------------- |  | ---------
|                             |  | (Numerator) |  | (Denominator) |  | Amount   
|2000                         |  |             |  |               |  |          
|Basic net income
per share   |  | $     4,339 |  | 35,729        |  | $   .12  
|Effect of stock options      |  |             |  | 963           |  |          
|Diluted net income per share |  | $     4,339 |  | 36,692        |  | $   .12  
|                             |  |             |  |               |  |          
|1999                         |  |             |  |               |  |          
|Basic net income
per share   |  | $   10,019  |  | 35,568        |  | $   .28  
|Effect of stock options      |  |             |  | 1,980         |  |          
|Diluted net income per share |  | $   10,019  |  | 37,548        |  | $   .27  

Options to purchase 2,501 and 1,823 shares of common stock at March 31, 2000 and 1999
respectively, were not included in the computation of dilutive earnings per share because the
options' exercise price was greater than the average market price of common shares.

(3)  Acquisitions



In January 2000, SDRC acquired all the stock of Sherpa Systems Corporation ("Sherpa") and
Inso France Development, SA ("IFD") from Inso Corporation.  SDRC paid $5,000 in cash,
assumed net liabilities of approximately $3,700 and is obligated to pay contingent, cash
consideration dependent on final 1999 Sherpa operating activity and 2000 revenues.  Current
estimates of the payments do not exceed $7,000.  The transaction was recorded as a purchase,
and beginning January 2000, the operating results of Sherpa and IFD have been included in
SDRC's operating results.  Through March 31, 2000, goodwill of approximately $11,342 was
recorded and is being amortized over five years.  The acquisition of Sherpa expanded SDRC's
base of PDM customers.  SDRC has begun to migrate customers from Sherpa developed
software to SDRC's MetaphaseTMsoftware solutions.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
Operations.

(in thousands)

SDRC is a leading developer and global supplier of software solutions for collaborative product
development.  Customers use SDRC's software systems to develop mechanical products and
manage information about their products.  SDRC's computer-aided design, computer-aided
manufacturing and computer-aided engineering software tools are used to design products,
analyze performance, and program manufacturability.  SDRC markets its integrated mechanical
CAD/CAM/CAE software under the brand name I-DEASTM.  SDRC's internet-enabled product
data management software ("PDM") assists companies in creating, tracking and distributing
product information from inception to design and throughout the product life cycle and is
marketed under the brand name Metaphase.  Complementing its software solutions, SDRC
supports its customers with training, software implementation and consulting services through its
professional services staff.

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 SDRC's Securities and Exchange Commission reports.  SDRC'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".

Revenue

SDRC's consolidated net revenue was $108,200 for the three months ended March 31, 2000,
compared to $108,129 for the three months ended March 31, 1999.  Total license revenue
declined 15% while total maintenance and services revenue increased 12% compared to the prior
year quarter.  License sales of CAD/CAM/CAE declined 18% in 2000 compared to the
corresponding 1999 quarter.  The decline reflected a weaker market for mechanical CAD
products since last year.  PDM license sales declined 10% in 2000 compared to the
corresponding 1999 quarter.  A decline in North America of PDM license sales was partially
offset by PDM growth in Europe.  The quarterly variation in PDM license growth is a result of
long sales cycles and large order sizes for Metaphase.

Total revenues from PDM products grew 14% compared to the corresponding 1999 period and
accounted for 33% of consolidated net revenues for the quarter ended March 31, 2000.  PDM
service and maintenance revenue was $24,065, and grew 32% during the three months ended
March 31, 2000, compared to the same period last year.  This growth was fueled by an expanded
customer base resulting from license sales and recent acquisitions.  SDRC expects PDM
revenues to become a larger portion of its total revenues.

For the three month periods ended March 31, 2000 and 1999, revenue in North America
accounted for 41% and 44%, Europe 37% and 37%, and Asia Pacific 22% and 19% respectively,
of consolidated net revenues.  Asia Pacific's revenue growth in 2000 was due to a large I-DEAS
license order from a major automotive supplier.  SDRC expects the international market to
continue to account for a significant portion of total future revenue.

Cost of Revenue

Cost of revenue consists principally of the staff and related costs associated with fee based
services and support for software maintenance contracts; amortization of goodwill, acquired
intangibles and capitalized software costs; royalty fees paid to third parties under licensing
agreements and the cost of distributing software products.  Cost of revenue increased 19% to
$50,022 for the three months ended March 31, 2000 compared to $42,210 for the three months
ended March 31, 1999.  Cost of revenue represented 46% of revenue for the three months ended
March 31, 2000, compared to 39% for the corresponding period in 1999.

The cost of licenses decreased 10% to $7,845 for the three months ended March 31, 2000,
compared to $8,664 for the same period in 1999.  As a result of lower license revenues, variable
costs, including third party royalties, were lower than during the corresponding 1999 quarter.
The cost of license, as a percentage of license revenue was 20% for the three months ended
March 31, 2000, compared to 19% for the same period of 1999.  The percentage increase was a
result of lower license sales, while amortizations of software and other intangibles increased
compared to the first quarter of 1999.  The cost of maintenance and services was $42,177 for the
quarter ended March 31, 2000 and increased 26% compared to the same period last year.  The
cost of services and maintenance, as a percentage of related revenue was 61% for the three
months ended March 31, 2000, compared to 54% for the same period of 1999.  The increase was
primarily a result of compensation, facility and related expenses associated with a 19% increase
in the number of services personnel.  Additionally, the utilization and cost of outside contractors
increased to support customer implementation projects, particularly for Metaphase.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of the compensation, travel and facility costs
associated with the worldwide sales and marketing staff.  These also include amortizations of
acquired trade names, customer lists, advertising expenses and product localization.  Selling and
marketing expenses represented 26% of revenue for the three months ended March 31, 2000
compared to 29% for the 1999 period.  These expenses decreased 9% to $27,951 for the three
months ended March 31, 2000 compared to $30,850 for the corresponding period in 1999.  The
decrease reflects lower sales commissions and other expenses associated with the decrease in
license revenue.  Additionally, bad debt expense was higher in 1999 as a result of a non-recurring
loss in the corresponding 1999 period.

Research and Development Expenses

Research and development expenses consist primarily of salaries, benefits, computer equipment
and facilities cost associated with the product development staff.  They exclude costs which are
capitalized in accordance with Statement of Financial Accounting Standards No. 86.  Research
and development expenses increased 22% to $19,140 for the three months ended March 31,
2000, compared to $15,699 for the three months ended March 31, 1999.  In the quarter ended
March 31, 2000, SDRC capitalized $6,236 of software development cost, while in the
corresponding 1999 period, $5,615 of cost was capitalized.  Higher capitalization occurred in
2000 due to the timing and extensive coding work related to I-DEAS 8, which is scheduled for
release in June 2000.  The I-DEAS 8 release is Microsoft Windows compatible and features a
new set of web-enabled solutions which allows customers to leverage internet access.  Total
software development cost, including research expenses and capitalized amounts, increased 19%
to $25,376 for the three months ended March 31, 2000 compared to $21,314 for the
corresponding 1999 quarter.  The increase is primarily due to a 9% increase in the number of
product development personnel and an increase in contractor cost to support SDRC's e-business
strategy.  The amount of capitalized software development cost and accordingly, research and
development expenses, may vary among periods depending on the stage of development being
performed on future product releases.

General and Administrative Expenses

General and administrative expenses consist of costs associated with the executive, finance,
legal, human resource and corporate administrative staffs.  These expenses decreased 4% to
$4,746 for the three months ended March 31, 2000 compared to $4,927 for the three months
ended March 31, 1999.  A decrease in staffing and legal fees accounted for the decline.  General
and administrative expenses represented 4% of revenue for the three months ended March 31,
2000 and 5% for the first quarter of 1999.

Other Income, net

For the three months ended March 31, 2000, other income was $713 and reflects interest income
of $1,644 and a charge of approximately $1,400 for the divestiture of SDRC's Advanced Test &
Analysis operations.  The divestiture charge consisted primarily of an incentive payment to the
acquirer for retaining personnel necessary to complete customer service contracts for SDRC.
Other income for the three months ended March 31, 1999 was $1,461 and consisted almost
exclusively of interest income.

Taxes

The effective tax rate for the three month period ended March 31, 2000, was 38.5%, compared to
37% for the prior year quarter.  The increase in the effective tax rate is primarily attributable to
the non-deductible goodwill amortization associated with the TD Technologies Inc. acquisition
in September 1999 and the Sherpa acquisition in January 2000.

Comprehensive Income

The differences between net income and comprehensive income were primarily due to unrealized
gains and losses from the translation of foreign subsidiaries' balance sheets into U.S. dollars.
Larger net foreign currency translation losses occurred in 2000 compared to 1999 because the
U.S. dollar strengthened against the foreign currencies of the subsidiaries.

Acquisition

In January 2000, SDRC acquired all the stock of Sherpa Systems Corporation ("Sherpa") and
Inso France Development, SA ("IFD") from Inso Corporation.  SDRC paid $5,000 in cash,
assumed net liabilities of approximately $3,700 and is obligated to pay contingent, cash
consideration dependent on final 1999 Sherpa operating activity and 2000 revenues.  Current
estimates of the payments do not exceed $7,000.  The transaction was recorded as a purchase,
and beginning January 2000, the operating results of Sherpa and IFD have been included in
SDRC's operating results.  Through March 31, 2000, goodwill of approximately $11,342 was
recorded is being amortized over five years.  The acquisition of Sherpa expanded SDRC's base of
PDM customers.  SDRC has begun to migrate customers from Sherpa developed software to
SDRC's Metaphase software solutions.

Liquidity and Capital Resources

During the three months ended March 31, 2000, SDRC generated $18,735 of cash from operating
activities, compared to $52,987 for the same period in 1999.  Less operating cash was generated
in 2000 compared to the 1999 quarter because customer orders were finalized later in the 2000
quarter and cost of revenues were higher.

At March 31, 2000, SDRC had cash and investments of $123,290, compared to $121,507 at
December 1999.  SDRC's net working capital was $104,433 at March 31, 2000.  SDRC does not
have any long term debt obligations but expects to pay up to $7,000 more to complete the
acquisition of Sherpa during the next twelve months.  SDRC may use portions of its cash and
investments to purchase additional shares of its own stock or to acquire technology
complementary to its product offerings.  The existing sources of liquidity and funds anticipated
to be generated from operations are expected to provide adequate cash to fund SDRC's projected
needs for the foreseeable future.

Factors That May Affect Future Results

Market Growth

SDRC derives most of its revenues from selling software products and services to the high-end
users of the product design markets.  SDRC invests resources in product development, selling,
marketing and customer service opportunities with the expectation of revenue growth and
incremental earnings.  If market growth rates for CAD/CAM/CAE or PDM markets are less than
forecasted, SDRC's license revenue growth, as well as maintenance and services revenue growth,
are likely to be less than expected.  High-end market demand could decline due to preferences
among new users for lower priced, mid-range products.  Additionally, existing customers may
have adequate CAD seats and slow the purchase rate of new software.  Market growth, and
SDRC's ability to match resource levels with revenue growth rates, will directly impact its future
operating results.  SDRC's operating expense levels are planned, in part, on forecasted revenue
growth, and expense levels are generally committed in advance.  Since expenses are relatively
fixed in the near term, future operating results will be impacted by SDRC's ability to convert
invested outlays into expected revenue growth at profitable margins.

Product Development

The software development industry is highly competitive and characterized by rapid
technological change, shifting customer needs and continual innovation.  Software products
compete based on functionality, integration, scalability, customer support, delivery timing, price
and other factors.  SDRC's success is dependent on its ability to continue to keep pace with new
technological developments which its customers need.  SDRC and its competitors are spending
significant resources to develop internet-based collaboration tools.   In March 2000, SDRC
announced a new product brand, Accelis, a line of internet-business solutions for collaborative
product commerce.  The speed and degree that SDRC can provide internet-operable data
exchange and other e-business features through Accelis and its other product lines, will affect
future operating results.

SDRC has committed to providing certain enhancements and integrations to customers within
aggressive time frames.  Failure to meet these time frames could result in delayed or lost revenue
opportunities.  SDRC relies on highly skilled technical and other key employees who are
competitively recruited within the software industry.  Additionally, SDRC relies, to a lesser
degree, on third parties for development.  Failure to attract and retain key personnel and maintain
important third party relationships could have an adverse impact on future operating results.

Sales Execution

SDRC's sales approach is focused on enterprise-wide product development solutions, which
include software licenses, support and consulting services, primarily to larger customer accounts.
Accordingly, SDRC sells all of its products through the same direct sales force.  Organizational
execution, sales force training and related issues could hinder the sales force's ability to secure
customer accounts to the extent planned. Besides its own sales force, SDRC continues to rely on
distributors, representatives and value-added resellers to sell a significant portion of its software
licenses.  Disruptions in the internal sales organization or with a distributor, representative or
value-added reseller could have a significant impact on operating results in a quarter.  Because a
significant portion of quarterly revenues are usually generated from relatively large customer
license orders, failure to close a few large orders in a particular quarter may negatively impact
operating results.  Historically, a significant portion of SDRC's revenue is generated from
shipments in the last month of a quarter.  In addition, higher volumes of orders have been
experienced in the fourth quarter.  The concentration of orders makes projections of quarterly
financial results difficult.  SDRC usually ships software licenses within one to two weeks after
receipt of a customer order.  Often orders exist at the end of a quarter which have not been
shipped; however, the value of such orders is not indicative of revenue results for any future
period.

International Business

A significant portion of SDRC's revenues is from international markets.  As a result, SDRC'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 SDRC does business.  SDRC has invested sizable resources
in the Asia Pacific region, particularly in Japan and South Korea.  Economic instability in this
region could lead to an adverse impact on SDRC's operation results and financial position.

Acquisition Cost

Over the past two years, SDRC has purchased software technology and software licensing rights
from third parties.  SDRC acquired Imageware, TD Technologies, Inc., Enterprise Software
Products, Inc. and Sherpa with the objective of extending its CAD/CAM/CAE and PDM product
offerings and expanding the customer base.  Those investments have resulted in additional
royalty expense and increased amortization of software, goodwill and other acquired intangible
assets.  The affect on future earnings will depend, in part, on SDRC's ability to integrate the
purchased technology, advance it for SDRC's customers and market the new technologies
profitably.

Year 2000

SDRC's business operations and the software tools that it markets have not experienced any
significant date-related failures in 2000.  SDRC has tested, and will continue to test, its code for
new products and enhancements to ensure year 2000 compliance in future releases. Furthermore,
SDRC is not aware of any customizations or modifications within the customer base, which
could result in significant date-related failures of otherwise compliant software. Expenses
necessary to achieve compliance have not been material to operating results, and have been
expensed as incurred.

Stock Market Volatility

The trading price of SDRC's stock, like other software and technology stocks, is subject to
significant volatility.  If revenues or earnings fail to meet securities analysts' expectations, there
could be an immediate and significant adverse impact on the trading price of SDRC's stock.  In
addition, SDRC's stock price may be affected by broader market factors that may be unrelated to
SDRC's performance.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

There have not been any significant changes to SDRC's financial market risk exposure since
filing of the 1999 Annual Report on Form 10-K.

PART II.  OTHER INFORMATION

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

a)  Exhibits

27 Financial data schedule for the period ended March 31, 2000, filed herewith.

b)  No report on Form 8-K was filed during the first quarter of 2000.

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 5, 2000

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 10Q

both on behalf of the registrant and

in his capacity as its principal

financial and accounting officer.