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 September 30, 1996
                                   
                                  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 October 31, 1996 there were 33,186,800 shares of
the Registrant's Common Stock without par value issued and outstanding.
                                   
                                   
                    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          Nine Months
                           Ended September 30,  Ended September 30,
                             1996     1995       1996     1995

Revenue:                                                     
 Software licenses        $38,675  $33,371    $108,502 $ 91,532
 Software maintenance and  33,102   22,376      94,993   64,027
  services
        Total revenue      71,777   55,747     203,495  155,559

Cost of revenue:                                             
 Cost of licenses           6,560    8,758      19,313   18,704
 Cost of maintenance and   15,815    9,060      43,302   28,010
  services
    Total cost of          22,375   17,818      62,615   46,714
      revenue
Gross profit               49,402   37,929     140,880  108,845
                                                             
Operating expenses:                                          
 Selling and marketing     27,565   24,224      79,854   68,616
 Research and development   8,514    4,991      22,795   15,713
 General and administrative 3,787    3,353      12,062   10,311
   Total operating         39,866   32,568     114,711   94,640
    expenses                                           
                                                             
        Operating income    9,536    5,361      26,169   14,205
                                                             
Equity in earnings (losses)  (630)   2,144         (89)    (858)
 of affiliates
                                                             
Acquisition costs              --       --      (1,102)      --

Other income, net           1,309      110       2,017    1,383
Income before income taxes 10,215    7,615      26,995   14,730
                                                             
Income tax expense          1,836    1,726       5,653    5,325
        Net income        $ 8,379  $ 5,889    $ 21,342 $  9,405
                                                             
Earnings per share:                                          
        Primary           $   .24  $   .18    $    .61 $    .30
        Fully diluted         .24      .18         .61      .29
                                                             
Common and common                                            
equivalent shares:
        Primary            34,706   32,517      34,760   31,080
        Fully diluted      34,948   33,176      34,760   32,605

See accompanying notes to consolidated financial statements.



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


                                        September 30,   December 31,
                                          1996          1995
Assets                                  (unaudited)      

                                                      
Current assets:                                       
 Cash and cash equivalents             $ 69,762     $ 61,848
 Short-term investments                  18,035       15,731
 Trade accounts receivable, net          49,880       57,927
 Other accounts receivable                5,181       10,236
 Prepaid expenses                         6,170        6,283
        Total current assets            149,028      152,025

                                                       
Long-term investments                    11,446        4,465
                                                       
Property and equipment, at cost:                       
 Computer and other equipment            47,039       40,164
 Office furniture and equipment          13,561       11,762
 Leasehold improvements                   4,539        4,125
                                         65,139       56,051
                                                       
 Less accumulated depreciation and       46,598       41,530
amortization
        Net property and equipment       18,541       14,521
                                                       
                                                       
Computer software construction           27,816       30,568
 costs, net
Other assets                              4,998        2,805
                                                      
                                                      
        Total assets                   $211,829     $204,384



See accompanying notes to consolidated financial statements.
                                   

<PAGE>
                                   
                                   
       STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                      Consolidated Balance Sheet
                                   
                 (in thousands, except per share data)







                                        September      December
                                           30,            31,
                                          1996           1995
Liabilities and Shareholders' Equity    (unaudit       
                                           ed)
                                                       
Current liabilities:                                   
 Accounts payable                      $  6,527       $ 10,602
 Current portion of long-term debt           --          1,136
 Accrued expenses                        35,429         32,826
 Accrued litigation settlement and       10,234         28,600
  related costs
 Accrued income taxes                     4,011          6,396
 Deferred revenues                       33,713         34,777

        Total current liabilities        89,914        114,337
                                                       
Long-term debt                               --            512
Long-term liabilities                     8,208          8,163
                                                       
Shareholders' equity:                                  
 Common stock, stated value $.0069                     
  per share Authorized 100,000 shares;                          
  outstanding shares - 33,147 and 
  31,625, net of 1,555 and 1,510 
  shares in treasury                        227            220
 Capital in excess of stated value       84,293         73,512
 Retained earnings                       29,163          7,821
 Foreign currency translation                76             --
  adjustment
 Unrealized holding loss on                 (52)          (181)
  investments
        Total shareholders' equity      113,707         81,372

                                                       
        Total liabilities and          $211,829       $204,384
         shareholders' equity                
                                   


                                   










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



                                             Nine Months Ended
                                               September 30,
                                                         
                                          1996           1995
                                                         
Net cash provided by operating          $ 23,048      $15,568
  activities   
                                                         
Cash flows from investing activities:                    
 (Purchases) sales of investments, net    (9,156)       3,945
 Additions to property and equipment, net (9,832)      (2,266)
 Additions to computer software           (5,662)      (5,718)
  construction costs                    
 Investment in and advances to joint         300       (3,193)
  ventures  
 Acquisition of SDRC GmbH                     --        1,152
 Proceeds from sale of certain assets         --          542
    Net cash used in investing           (24,350)      (5,538)
      activities                          
                                                         
Cash flows from financing activities:                    
  Stock issued under employee benefit     13,406        9,206
   plans
  Debt repaid, net                        (1,648)        (212)
  Purchases of treasury stock             (1,382)        (999)
  Payment for CAMAX dissenter's rights    (1,236)          --
    Net cash provided by financing         9,140        7,995
      activities
                                                         
Effect of exchange rate changes on cash       76           (7)
Increase in cash and cash equivalents      7,914       18,018
                                                         
Cash and cash equivalents:                               
   Beginning of period                    61,848       24,133
    End of period                       $ 69,762      $42,151

                                                         


See accompanying notes to consolidated financial statements.

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


(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.

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/A for the year ended December 31, 1995.

(2)  Acquisition of CAMAX Manufacturing Technologies, Inc.

The   Company   completed  the  acquisition  of   CAMAX   Manufacturing
Technologies,   Inc.   (CAMAX),   a   privately   held   computer-aided
manufacturing  company  headquartered  in  Minneapolis,  Minnesota  
in June,  1996.   The acquisition has been accounted for as a  pooling 
of interests  wherein all historical financial information of the 
Company has  been  restated  to include the results of CAMAX  for  all 
periods presented.   In  exchange  for 100 percent ownership  of  CAMAX 
common stock, SDRC issued approximately 1,000 shares of SDRC Common
Stock  and paid  approximately $1,200 to a CAMAX shareholder who
validly exercised dissenter's rights.   The aggregate value was
approximately $30,000  at the  time of valuation. Acquisition charges
of $1,102 were recorded  in the second quarter of 1996.

(3)  Computer Software Construction Costs

Beginning  in  the first quarter of 1996, the Company began  amortizing
the  software construction costs related to new releases of its  I-DEAS
Master Series product over a three year period based upon an evaluation
of the estimated future economic life of the product.

(4)  Foreign Currency Translation

The  functional  currency of the foreign software operations  has  been
changed  to  the operations' local currency from the U.S. dollar  based
upon  changes  in  the  Company's operating and  economic  environment.
Recently  the Company's European operations have become more autonomous
due  to  improved profitability of the subsidiaries and have  generated
sufficient  cash flows from operations to support their  operating  and
capital  needs.   Utilization  of local European  resources  have  been
expanded  due  to the local European customer demand of implementation,
support  and  customization  of the Company's  software  products.  
In addition,  a  European product development staff has been 
established. For  1996,  the translation gains and losses, which were
not  material, were  not included in determining net income but were
accumulated in  a separate component of shareholders' equity.

(5)  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.

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.

Results of Operations (in thousands)

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.

Revenue

The  Company's consolidated net revenue increased 31% to  $203,495  for
the  nine  months ended September 30, 1996  as  compared  to
$155,559  for  the  nine months ended September  30,  1995.   Quarterly
revenue  increased 29% to $71,777 for the three months ended  September
30,  1996  as compared to $55,747 for the three months ended  September
30,   1995.    For   the   nine  months  ended  September   30,   1996,
revenue  from the Company's MDA software product, I-DEAS Master  Series
(TM),  increased 33% and PDM revenue increased 42% as compared to the
1995 comparable periods.

Software license revenue increased 19% to $108,502 for the nine  months
ended  September  30, 1996 as compared to $91,532 for the  nine  months
ended September 30, 1995.  Quarterly software license revenue increased
16%  to  $38,675  for  the three months ended  September  30,  1996 
as compared  to  $33,371  for the three months ended September  30, 
1995. Software  license growth is due to continued acceptance of  the 
I-DEAS Master Series product enhancements and demand for the PDM
product. I-DEAS  (TM)  license revenue for the third quarter of 1996
has  increased 64%.   In the third quarter of 1996, the Company
released I-DEAS Master Series  4  software.  I-DEAS 4 features new
customer-driven  technology which  further  extends          I-DEAS
ability to design  complex,  3D parts  and  products.  License revenue
for the nine month period  ended September  30, 1996 also included
revenue generated by SDRC  GmbH,  the wholly  owned  German  subsidiary
which  has  been  consolidated  since acquisition  of SDRC's former
joint venture partner's interest  in  the third quarter of 1995.

Software maintenance and services revenue increased 48% to $94,993  for
the  nine  months  ended           September 30, 1996  as  compared 
to $64,027  for  the  nine  months ended September  30,  1995.  
Quarterly software service revenue increased 48% to $33,102 for the
three  months ended  September 30, 1996 as compared to $22,376 for the 
three  months ended  September  30, 1995.  A significant portion of the 
increase  in maintenance revenue was due to the increase in the
Company's  installed customer base of products and the Company's
continued efforts to obtain maintenance  contract renewals from its
customers.   Software  services revenue  growth  was positively
impacted by revenue  generated  from  a large contract from one of the
Company's major automotive customers  as well  as  an  overall increase
in the level of I-DEAS and Product  Data Management implementation
projects.

For the nine month period ended September 30, 1996 and 1995, revenue
in North  America accounted for 49% and 46%, Europe 24% and 28% and 
Asia-Pacific  27%  and  26%,  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  34% 
to $62,615  for  the nine months ended September 30, 1996 as  compared 
to $46,714  for the nine months ended September 30, 1995.  Quarterly 
cost of  revenue  increased  26%  to $22,375  for  the  three  months 
ended September  30, 1996 as compared to $17,818 for the three  months 
ended September 30, 1995.  Cost of revenue represented 31% of revenue
for the nine  months  ended  September 30, 1996 as  compared  to  30% 
for  the comparable 1995 period.

Cost  of  licenses  increased 3% to $19,313 for the nine  months  ended
September  30,  1996 as compared to $18,704 for the nine  months  ended
September 30, 1995.  Quarterly cost of licenses decreased 25% to $6,560
for the three months ended September 30, 1996 as compared to $8,758 for
the   three  months  ended  September  30,  1995.   Cost  of   licenses
represented 17% and 18% of revenue for the three and nine months  ended
September  30,  1996, respectively, and 26% and 20% for the  comparable
1995  periods.   Cost  of  license revenue  as  a  percent  of  revenue
decreased  in  1996  from 1995 due to a change  in  revenue  mix  which
included a higher percentage of I-DEAS licenses in 1996 than 1995.  
In 1995 cost of licenses was impacted by author fees paid to the
Company's joint  venture investee which related to a large PDM order
recorded  in the  third quarter.  Also, beginning in the first quarter
of 1996,  the Company began amortizing the software construction costs
related to new releases  of its I-DEAS Master Series product over a
three year  period (as  compared to a five year period for prior
releases) based  upon  an evaluation of the estimated future economic
life of the product.

Cost  of maintenance and services in 1996 increased 55% to $43,302  for
the  nine  months ended              September 30, 1996 as compared 
to $28,010  for the nine months ended September 30, 1995.  Quarterly 
cost of  maintenance  and services increased 75% to $15,815  for  the 
three months  ended  September 30, 1996 as compared to $9,060 for  the 
three months ended September 30, 1995.  The associated revenue
increased  48% for  both  the  nine and three months ended September 
30,  1996.   The dollar increase in cost of maintenance and services
is primarily due to staff  and  related expenses incurred in order to
satisfy  the  growing customer  demand for software services.  For the
three and  nine  month period  ended September 30, 1996, cost of
maintenance and services  has increased  at  a greater rate than the
increase in associated  revenue. The  cost of hiring and training new
service professionals to meet  the growing  demands for software
services may continue to decrease service gross margins.

Selling and marketing expenses consist of the costs associated with the
world-wide   sales  and  marketing  staff,  advertising   and   product
localization.  These expenses increased 16%  for the nine months  ended
September  30, 1996 as compared to the nine months ended September  30,
1995.   Selling  and marketing expenses decreased as  a  percentage 
of revenue  to  38% and 39% for the three and nine months ended 
September 30,  1996  as compared to 43% and 44% for the comparable 1995 
periods. The dollar increase in selling and marketing expenses was due
primarily to  an  increase in staff and associated expenses to meet 
the  growing customer  demand for the Company's products and services. 
The  expense increase also includes the additional sales and support
staff dedicated to  a large automotive initiative begun in 1996. 
Included in the costs for  the nine month period ended September 30,
1996 are the staff costs from  SDRC  GmbH.  The  Company expects  to 
continue  the  growth  and effectiveness of its worldwide sales and
marketing staff.

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 45% for the nine months ended  September 
30, 1996 as compared to the nine months ended September 30, 1995. 
Research and  development  expenses represented 12% and 11% of revenue 
for  the three  and nine months ended September 30, 1996 as compared
to  9%  and 10% for the comparable 1995 periods.  The increase in the
dollar amount was  due  primarily to an increase in development staff
and  associated expenses which includes the development staff added as
a result of  the acquisition  of SDRC GmbH.  The dollar amount of
software  construction costs capitalized for the nine month period
ended September 30, 1996 is approximately  the  same when compared to
the comparable  period  ended September 30, 1995.  In 1996, the year
to date amortization expense has exceeded  the  capitalization of
software construction  costs,  thereby reducing  the  capitalized
software construction asset by approximately $2,800.   To  increase 
the penetration into the automotive  and  other industries,  the
Company expects to continue to expand the  development efforts 
balancing  the additional investment with improved  efficiency and
opportunities for future revenue.

Expenses (continued)

General  and  administrative expenses consist of costs associated  with
the  corporate,  finance,  legal,  human  resource  and  administrative
staffs.   These expenses increased 17% to $12,062 for the  nine  months
ended  September  30, 1996 as compared to $10,311 for the  nine  months
ended September 30, 1995. Quarterly general and administrative expenses
increased 13% to $3,787 for the three months ended September  30,  1996
as  compared to $3,353 for the three months ended September  30,  1995.
General  and  administrative expenses represent 6% of revenue  for  the
nine  months ended September 30, 1996 and 7%  for the nine months ended
September  30, 1995.  The increase in the dollar amount of general  and
administrative   expenses  was  due  to  an   increase   in   corporate
administrative  staff  and related expenses  incurred  to  support  the
Company's  growth  including an investment in the worldwide  management
information system.

Other Income

For  the  nine month period ended September 30, 1996 equity in earnings
of  affiliates represented the Company's share of operating results 
of its joint venture investee Metaphase Technology, Inc. (Metaphase). 
For the  nine  month period ended September 30, 1995 equity  in  losses 
of affiliates  represented the Company's share of  operating  results 
for Metaphase and SDRC GmbH.

In  the  third quarter of 1995, the Company's share of income from  the
Metaphase  joint venture was approximately $1,981 which  was  primarily
due  to royalty income associated with a major customer contract. Also,
in the third quarter of 1995, the Company purchased the remaining 49.9%
interest of SDRC GmbH, previously a joint venture company with  Siemens
Nixdorf  Informationssysteme AG.   As of the acquisition date, 100% 
of the  operating  results of SDRC GmbH are included in  the 
consolidated financial  statements. Prior to the acquisition of the
remaining  49.9% interest, the Company accounted for its 50.1% interest
under the equity method.

Other  income, net consists principally of interest income and  foreign
currency  gains  and  losses.  For the three  and  nine  months  ending
September 30, 1996 interest income has increased approximately $450 and
$1,400,  respectively,  as compared to 1995 due to  increased  interest
earned  from  higher  interest rates on  higher  cash  and  short  term
investment balances.  For the three months ending September  30,  1995,
the interest income was partially offset by foreign currency losses and
a  loss  on  the sale of certain engineering consulting assets  in  the
United  Kingdom.   For the nine months ending September 30,  1996,  the
increase  in interest income has been partially offset by a  charge 
of $950  for  the  settlement of the derivative lawsuit  recorded  in 
the second quarter of 1996.

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.

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 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.

Factors That May Affect Future Results  (continued)

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   CAMAX  Manufacturing  Technologies,  Inc.  (see  Note  2  to  the
Consolidated Financial Statements).  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/A for the year ended December 31, 1995.

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.


Liquidity and Capital Resources

At  September 30, 1996, the Company had cash and investments of $99,243
as  compared to $82,044 at December 31, 1995.  The increase in cash and
investments  from December 31, 1995 is primarily due to  proceeds  from
results  of  operations  and  the exercise of  employee  stock  options
partially  offset by capital expenditures to accommodate the  increased
headcount.  The Company's working capital was $59,114 at September  30,
1996.   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.


                                   
                      PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings.

The   Company  had  previously  reported  that  it  was  a   party  
to shareholders'  derivative  litigation  captioned    In  Re: 
Structural Dynamics  Research  Corporation Derivative  Litigation, 
United  States District Court, Southern District of Ohio, Consolidated
Master File No. C-1-94-650.   The  Company  paid  the  plaintiffs' 
counsel   fees   of approximately $900,000 and $50,000 for their
out-of-pocket expenses  in full settlement of the matter.   The
parties' agreement was approved by the United States District Court on
July 19, 1996.

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

 (A) Exhibits filed as part of this report:

     11.1   Calculation of Primary Earnings Per Common Share
     11.2   Calculation of Fully Diluted Earnings Per Common
       Share

    (B)   A  Form  8-K  was filed on July 3, 1996  pertaining  to  the
    acquisition  of CAMAX Manufacturing Technologies, Inc.   Financial
    statements  of  the  business  acquired  and  proforma   financial
    information  was  incorporated by reference  from  the  Structural
    Dynamics Research Corporation's Registration Statement on Form  S-
   4, Registration No. 333-907, effective on May 28, 1996.

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:  November 12, 1996                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.