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, 1999
                                
                               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,  1999  there were  35,721,782  shares  of  the
Registrant's   Common  Stock  without  par   value   issued   and
outstanding.
<PAGE>

<PAGE>
                 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,
                                       1999             1998
<S>                                    <C>           <C>
Revenue:                                               
 Software licenses                     $ 45,842      $41,401
 Software maintenance and services       62,287       49,711
        Total revenue                   108,129       91,112
                                                       
Cost of revenue:                                       
 Cost of licenses                         8,664        7,500
 Cost of maintenance and services        33,546       26,987
        Total cost of revenue            42,210       34,487
Gross profit                             65,919       56,625
                                                       
Operating expenses:                                    
 Selling and marketing                   30,850       25,470
 Research and development                15,699       16,054
 General and administrative               4,927        4,074
        Total operating expenses         51,476       45,598
                                                         
        Operating income                 14,443       11,027
                                                        
Other income, net                         1,461        3,646
Income before income taxes               15,904       14,673
                                                        
Income tax expense                        5,885        4,345
        Net income                      $10,019      $10,328
                                                       
Net income per share:                                  
        Basic                           $   .28      $   .29
        Diluted                             .27          .28
                                                       
Comprehensive income                    $ 8,129      $10,169

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<PAGE>
      
<TABLE>             
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheet
                                
                         (in thousands)
                                
                                
                                
<CAPTION>
                                     March 31,     December 31,
                                      1999          1998
                                    (unaudited)
<S>                                   <C>           <C>
Assets
                                                      
Current assets:                                       
 Cash and cash equivalents            $142,655      $100,581
 Marketable securities                  13,513        11,787
 Trade accounts receivable, net         84,638        92,169
 Other accounts receivable               5,726         8,956
 Prepaid expenses and other current    
   assets                               12,339        12,102
                                       258,871       225,595
                                                       
Marketable securities                    9,792         9,937
                                                       
Property and equipment, at cost:                       
 Computer and other equipment           65,161        63,943
 Office furniture and equipment         18,798        18,929
 Leasehold improvements                  7,815         7,819
                                        91,774        90,691
                                                       
 Less accumulated depreciation and      
   amortization                         67,389        65,017
        Net property and equipment      24,385        25,674
                                                       
Marketable software costs, net          38,312        36,237
Goodwill and other intangibles          32,015        32,886
Other assets                             8,983        10,425
                                                      
                  Total assets        $372,358      $340,754
                                                      
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<PAGE>

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

<CAPTION>


                                      March 31,     December 31,
                                        1999          1998
                                      (unaudited)
<S>                                   <C>            <C>
Liabilities and Shareholders' Equity

Current liabilities:                                   
 Accounts payable                     $  14,644      $ 14,840
 Accrued expenses                        47,395        49,371
 Accrued income taxes                     8,504         7,242
 Deferred revenue                        68,871        45,655
        Total current liabilities       139,414       117,108
                                                       
Other long-term liabilities               8,010         7,872
                                                       
Shareholders' equity:                                  
 Common stock, stated value $.0069                     
 per share 
 Authorized 100,000 shares; outstanding 
 shares-35,597 and 36,039 net of 2,380 
 and 1,514 shares in treasury               247           246
 Capital in excess of stated value      115,529       114,499
 Retained earnings                      112,826       102,807
 Accumulated other comprehensive                    
  income:
  Foreign currency translation 
   adjustment                            (3,675)       (1,843)
  Unrealized holding gain on          
   investments                                7            65
   Accumulated other                    
    comprehensive income                 (3,668)       (1,778)     
      Total shareholders' equity        224,934       215,774

      Total liabilities and 
        shareholders' equity           $372,358      $340,754

</TABLE>
<PAGE>
<PAGE>

<TABLE>                        
    STRUCTURAL DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
         Condensed Consolidated Statement of Cash Flows
                           (Unaudited)
                                
                         (in thousands)
<CAPTION>
                                             Three Months Ended March 31,
                                                  1999           1998
<S>                                             <C>            <C>
Cash flows from operating activities:                    
  Net Income                                      10,019         10,328
  Adjustments to reconcile net income                    
   to net cash flows
   from operating activities:                           
      Amortization of computer        
        software cost                              3,540          4,475
      Depreciation                                 3,026          2,637
   Amortization of acquired intangibles            1,255            201
   Loss on sale of equipment                          24              -
  Changes in assets and liabilities                      
   from operating activities:
   Accounts receivable                            10,761          4,270
   Prepaid expenses and other assets               1,236         (4,429)
   Accounts payable and accrued expenses          (1,490)        (3,164)
   Deferred revenue                               23,216          7,760
   Other long-term liabilities                       138           (352)
   Income taxes                                    1,262          1,480
   Net cash provided by operating activities      52,987         23,206
                                                       
  Cash flows from investing activities:                  
   Sales (purchases) of marketable
     securities, net                              (1,639)           972
   Additions to property and equipment, net       (1,761)        (2,856)
   Additions to marketable software costs         (5,615)        (3,049)
      Net cash used in investing activities       (9,015)        (4,933)
                                                         
  Cash flows from financing activities:                  
   Purchase of common stock                       (1,750)             -
   Stock issued under employee benefit plans       1,684          4,210
   Repayment of long term debt                         -           (894)
      Net cash provided by (used in) financing      
       Activities                                    (66)         3,316
                                                         
Effect of exchange rate changes on cash           (1,832)          (227)
Increase in cash and cash equivalents             42,074         21,362
                                                         
Cash and cash equivalents:                               
   Beginning of period                           100,581         81,056
   End of period                                $142,655       $102,418

</TABLE>
See accompanying notes to consolidated financial statements.


<PAGE>
<PAGE>

    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.   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, 1998.

(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
                                                             
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
                                                          
1998                                                         
Basic net income per share     10,328      35,839          .29
Effect  of  stock options          --       1,591           
Diluted net income per share    10,328     37,430          .28


Options  to  purchase 1,823 and 1,360 shares of common  stock  at
March  31, 1999 and 1998 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.

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

Structural Dynamics Research Corporation is a leading supplier of
enterprise product development solutions.  Its mechanical  design
automation  ("MDA")  software, product  data  management  ("PDM")
software  and  related  services are  employed  by  manufacturers
worldwide to streamline their entire product development process,
reduce  cost and manage product information.  The Company markets
MDA  software  primarily under the brand  name  I-DEAS(TM)  and  PDM
software under the brand name Metaphase(TM).

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 19% to $108,129
for the three months ended March 31, 1998, as compared to $91,112
for  the  three months ended March 31, 1998.  Revenue growth  was
lead  by  sales of maintenance, services and Metaphase  licenses.
Metaphase  license revenue was $10,291, and grew 76%  during  the
three  months  ended March 31, 1999 compared to the  same  period
last  year.  Total revenues from Metaphase products grew 36%  and
accounted  for 23% of consolidated net revenues for  the  quarter
ended  March  31, 1999, compared to 20% during the  corresponding
period  in 1998.  I-DEAS services and maintenance revenue  growth
was  strong  in all major geographic regions, growing 28%  during
the  quarter ended March 31, 1999 to $47,333 compared to the same
period  in  1998.   Software  maintenance  and  services  revenue
continued  to  grow  due to a larger customer  base  and  overall
increases   in  I-DEAS  and  Metaphase  implementation   projects
resulting from license sales.

I-DEAS  license revenue was approximately $35,550 for  the  three
month periods ended March 31, 1999 and 1998.  Strong sales of  I-
DEAS  licenses  in  Europe during 1999 were  offset  by  expected
declines of license sales to the Ford Motor Company ("Ford")  and
lower  sales in Asia-Pacific.  Compared to 1998, growth of I-DEAS
license  revenue  was  5%  in  1999 exclusive  of  the  Company's
business with Ford.

For  the  three  month periods ended March  31,  1999  and  1998,
revenue  in  North America accounted for 44% and 44%, Europe  37%
and  31%,  and  Asia-Pacific  19%  and  25%,  respectively,    of
consolidated  net  revenues.    European   revenue   growth   was
fueled  by  strong I-DEAS sales in 1999. The Asia-Pacific revenue
comparison  represents a decline in 1999 because 1998 included  a
significant   I-DEAS  license  order  from   a   major   Japanese
distributor.   The  Company expects the international  market  to
continue  to  account for a significant portion of  total  future
revenue.
Expenses

Cost  of  revenue consists principally of the staff  and  related
costs associated with fee based services and support for software
maintenance  contracts; amortization of acquired intangibles  and
capitalized  software construction costs; royalty  fees  paid  to
third  parties  under  licensing  agreements  and  the  cost   of
distributing software products.  Cost of revenue increased 22% to
$42,210  for  the three months ended March 31, 1999  compared  to
$34,487  for  the  three months ended March 31,  1998.   Cost  of
revenue  represented 39% of revenue for the  three  months  ended
March  31, 1999, compared to 38% for the corresponding period  in
1998.

The  cost of licenses, as a percentage of license revenue was 19%
for  the  three months ended March 31, 1999, compared to 18%  for
the  same  period of 1998.  The percentage increase  was  due  to
increased  amortization of goodwill and acquired intangibles,  as
well as a higher level of royalty fees.  The cost of services and
maintenance for the three month periods ended March 31, 1999  and
1998, as a percentage of the related revenue, was 54%.

Selling  and  marketing expenses consist of the costs  associated
with  the  world-wide sales and marketing staff, advertising  and
product  localization.  These expenses increased 21%  to  $30,850
for the three months ended March 31, 1999 compared to $25,470 for
the   corresponding  period  in  1998.   The  increase   reflects
increased  commissions  and other expenses  associated  with  the
higher  level of revenue generated by the Company and corresponds
to  a  larger sales and sales support staff compared to the first
quarter of 1998.  Selling and marketing expenses represented  29%
of  revenue for the three months ended March 31, 1999 compared to
28% for the 1998 period.

Research  and development expenses consist primarily of salaries,
benefits, computer equipment and facilities cost associated  with
the  product  development  staff.  It excludes  costs  which  are
capitalized in accordance with Statement of Financial  Accounting
Standards No. 86.  Research and development expenses decreased 2%
to  $15,699 for the three months ended March 31, 1999 as compared
to  $16,054  for  the  three months ended March  31,  1998.   The
decrease of expense reflects higher capitalized cost during  1999
compared  to  1998.   In the quarter ended March  31,  1999,  the
Company capitalized $5,615 of software development cost, while in
the   corresponding  1998  period,  only  $2,924  of  cost   were
capitalized.  Higher capitalization occurred in 1999 due  to  the
timing of coding work related to I-DEAS Master Series 7 which  is
scheduled  for release in June 1999.  Total software  development
cost,   including  research  expenses  and  capitalized  amounts,
increased  12%  to $21,314 for the three months ended  March  31,
1999 compared to $18,978 for the corresponding 1998 quarter.  The
increase  is  primarily due to a 10% increase in  the  number  of
product   development  personnel.   The  amount  of   capitalized
software   development   cost  and  accordingly,   research   and
development  expense,  may vary among periods  depending  on  the
stage of development being performed on future product releases.

General  and administrative expenses consist of costs  associated
with  the  executive finance, legal, human resource and corporate
administrative staffs.  These expenses increased  21%  to  $4,927
for  the three months ended March 31, 1999 compared to $4,074 for
the   three   months   ended  March  31,   1998.    General   and
administrative  expenses primarily increased in conjunction  with
higher staffing levels to support the overall business growth and
represented  5% of revenue for the three months ended  March  31,
1998 and 1999.

Other Income

For  the  three  months ended March 31, 1999,  other  income  was
$1,461   and  primarily  reflects  interest  income   from   cash
equivalents  and  marketable securities.  For  the  three  months
ended  March  31, 1998 other income was $3,646.  In  addition  to
investment interest income, other income in 1998 included  $1,390
received from an insurance settlement and $670 of interest income
received on a federal income tax refund.

Taxes

In  recent years, a substantial portion of deferred tax  benefits
relating  to  temporary  differences was offset  by  a  valuation
allowance because of doubt regarding the ultimate realization  of
the  benefits.  This caused the effective tax rate to differ from
the expected statutory rate.  The factors, which necessitated the
establishment of a complete valuation allowance are not  expected
to be entirely present in the future.  In 1998, the Company began
a  process to reduce the valuation allowance over approximately a
three  year  time  frame based on current  facts  and  forecasted
circumstances.   The increase in the effective tax  rate  to  37%
through March 31, 1999 from 30% for the same period last year  is
primarily  due to a non-recurring, one-time tax benefit  relating
to a refund received in 1998 from the Internal Revenue Service in
settlement of their audit of years prior to 1994.

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  1999
compared to 1998 because the U.S. dollar strengthened against the
foreign currencies of the subsidiaries.

Liquidity and Capital Resources

During  the  three  months  ended March  31,  1999,  the  Company
generated  $52,987  of cash from operating activities,  including
large customer prepayments for maintenance services.  The Company
purchased  100 shares of its own stock for $1,750 under  a  stock
repurchase  program during the quarter.  At March 31,  1999,  the
Company  had  cash  and investments of $165,960  as  compared  to
$122,305 at December 31, 1998.  The Company's net working capital
was  $119,457 at March 31, 1999.  The Company does not  have  any
long  term  debt  or  current commitments  for  material  capital
expenditures.   The  Company 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 the Company's projected needs for the foreseeable future.




Factors That May Affect Future Results

Market Growth

The  Company  derives most of its revenues from selling  software
products and services to the high-end users of the product design
markets.   Market  growth,  and the Company's  ability  to  match
resource  levels  with market growth rates, will directly  impact
its  future  operating results. The Company invests resources  in
product  development,  selling, marketing  and  customer  service
opportunities  with  the  expectation  of  revenue   growth   and
incremental earnings. The Company'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 the Company's ability to convert invested outlays
into expected revenue growth at profitable margins.

If  market  growth rates for MDA or PDM are less than forecasted,
the  Company's license revenue growth, as well as maintenance and
services  revenue  growth, are likely to be less  than  expected.
High-end  MDA  market growth could slow due to preferences  among
new  users  for  lower  priced, mid-range products  or  a  strong
capacity within the installed base of seats already sold.

Competition

The  product development software industry is highly competitive.
Companies    compete   based   on   functionality,   integration,
scalability,  customer support, market timing,  price  and  other
factors.  Some competitors have focused their efforts to  develop
software  native  to the Microsoft Windows platform.   While  the
Company's software products are available for a variety of vendor
platforms, including Windows, they currently do not provide  user
interfaces   or   linking   functionality   native   to   Windows
applications.   Customer preferences for the Company's  products,
including  platform  choices, cannot be assured.   The  Company's
success  is  dependent  on its ability to  continue  to  develop,
enhance   and   market  new  products  to  meet  its   customers'
sophisticated needs within competitive pricing structures and  in
a  timely  manner.   Consequently, the Company relies  on  highly
skilled  technical,  sales  and  other  key  employees  who   are
competitively    recruited   within   the   software    industry.
Additionally,  the Company 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.  Also,  the
entire industry may experience pricing and margin pressure  which
could  adversely  affect  the Company's operating  results.   The
Company's  success  also  depends, in part,  on  its  ability  to
protect  the  intellectual property rights of  its  products  and
brand names.

Product Distribution

Besides  its own sales force, the Company relies on distributors,
representatives and value-added resellers to sell  a  significant
portion  of  its  products.  The loss of a major  customer  or  a
reduction   in   orders  from  a  major  customer,   distributor,
representative or value-added reseller could have  a  significant
impact  on  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
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. The Company usually ships software  licenses
within  one  to  two  weeks after receipt of  a  customer  order.
Typically, 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,  or  material  to
operating trends.

International Business

A   significant  portion  of  the  Company's  revenues  is   from
international  markets.   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
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  the  Company's
operation results and financial position.

Year 2000

The Year 2000 causes uncertainties about whether computer systems
and other equipment with date sensitive hardware or software will
appropriately  recognize  and process  dates  beyond  1999.   The
failure of software programs, computer hardware and equipment  in
this  regard could result in business interruptions and adversely
affect  the Company's operating results.  The Company  has  taken
measures  to address its exposure to these potential date-related
failures.  The Company's major exposures to date-related failures
include  product  liability  for  the  software  tools  which  it
markets.   The  Company's  primary  software  offerings,  (I-DEAS
Master  Series and Metaphase Enterprise), store dates in a  full,
four-digit  format.  The Company has conducted extensive  testing
of  these  software offerings, including integrated  third  party
functionality, for Year 2000 compliance ("compliance").  Based on
testing to date, I-DEAS Master Series 5, Metaphase Enterprise 2.3
and  their respective subsequent releases, properly recognize and
process dates beyond 1999 when the underlying operating system of
the  host machine provides full date information to the software.
The  Company has tested, and will continue to test, its code  for
new  products  and  enhancements to ensure compliance  in  future
software releases.  Potential causes of failure will continue  to
be  rectified in a timely manner.  Compliance of product versions
prior  to I-DEAS Master Series 5 and Metaphase Enterprise 2.3  is
not  completely  known;  however, if there  are  issues  of  non-
compliance,  current customers of such products  can  upgrade  to
achieve  Year 2000 compliance.  While the software products  were
developed  to  be compliant, customizations and modifications  to
the products are the responsibilities of the customer and may not
necessarily be compliant.  To date, the Company is not  aware  of
any  customer  customizations or modifications  which  result  in
significant   date-related  failures   of   otherwise   compliant
software.

The  Company  relies  on  third parties  for  telecommunications,
electricity,  banking,  shipping  and  other  essential  business
operations.   Additionally,  its information  systems  depend  on
computer hardware, software, and other equipment also supplied by
third  parties.  To reduce the uncertainty caused by third  party
reliance,  and  mitigate the consequences of the Year  2000,  the
Company  has  adopted a Year 2000 conversion approach  with  five
basic phases: Awareness, Assessment, Renovation, Validation,  and
Implementation.   The  approach is being applied  throughout  the
Company and is in differing phases among areas of exposure.   The
Company  is in the process of identifying the critical  suppliers
of  services and systems and assessing which, if any, areas  pose
significant  risks  of  business  interruption.    So   far,   no
significant  deficiencies  have been identified.   The  Company's
enterprise management information system, SAP R/3, is  Year  2000
compliant based on representations from its supplier, SAP AG.

At  this  time, the Company expects the conversion to  Year  2000
compliance  to  be  completed in 1999.  The  total  cost  of  any
modifications necessary to achieve compliance is not expected  to
be  material  to  operating results.  The  Company's  policy,  in
accordance with generally accepted accounting procedures,  is  to
expense  as incurred the cost of maintenance and modification  to
existing  systems, and to capitalize the cost of any new software
or  hardware  and  amortize that cost over the  estimated  useful
lives of the assets.

While  the Company has taken measures to reduce the risk of date-
related  failures, it cannot eliminate the potential for business
interruption  or  product  failure  due  to  third   party   non-
compliance.   Additionally,  Year  2000  interruptions   in   the
Company's customer base could reduce or delay sales. With respect
to  contingency  plans,  the Company is  formulating  contingency
plans for the most likely worst case scenarios.

Euro Conversion

On January 1, 1999, eleven of the fifteen member countries of the
European Union (the "participating countries") established  fixed
conversion rates between their existing sovereign currencies (the
"legacy currencies") and the euro currency, adopting the euro  as
their  common legal currency on that date.  The legacy currencies
are  scheduled  to  remain  legal  tender  in  the  participating
countries  as  denominations of the euro until January  1,  2002.
During this transition period, public and private parties may pay
for goods and services using either the euro or the participating
country's  legacy currency on a "no compulsion,  no  prohibition"
basis  whereby recipients must accept euro or the legacy currency
as offered by the payor.  A currency translation process known as
triangulation dictates how legacy currencies are converted to the
euro and other legacy currencies.  Beginning January 1, 2002, the
participating countries will issue new euro-denominated bills and
coins  and replace the legacy currencies as legal tender in  cash
transactions by July 1, 2002.

Because  the  Company  conducts  a  significant  portion  of  its
business   in  Europe,  including  subsidiaries  in   five   euro
participating  countries, its business  and  operations  will  be
affected   by  the  euro  conversion.   Management  expects   the
conversion to increase cross-border competition for its  products
within   Europe,  to  a  minor  extent,  due  to   easier   price
transparency for customers.  While management expects  the  total
unit price of product and taxes charged to European customers  to
converge over time, the impact on the total revenues and the  mix
of  revenues among its European subsidiaries in the near term  is
uncertain.    Additionally,  increased  cross-border  competition
could  effect  the  Company's  labor  cost  and  eventually   its
allocation of resources within Europe.

Stock Market Volatility

The trading price of the Company'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 the Company's stock.  In addition,
the  Company's  stock  price may be affected  by  broader  market
factors that may be unrelated to the Company's performance.

                   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,
       1999, filed herewith.

b)   No report on Form 8-K was filed during the first quarter of
    1999.




                            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 10, 1999      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.