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 June 30, 1997

                               OR

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


For the transition period from ______________ to ______________

Commission file number  0-16230


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

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


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


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

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

              Yes [X]                       No [  ]

  As  of  July  31,  1997,  there were 33,483,661  shares  of  the
Registrant's Common Stock without par value issued and outstanding.

<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          Six Months
                               Ended June 30,       Ended June 30,
                              1997     1996         1997     1996
<S>                          <C>        <C>      <C>       <C>
Revenue:                                                     
 Software licenses           $ 42,237   $36,119  $ 83,395  $ 69,827
 Software maintenance and
  services                     46,441    30,550    86,147    61,891
                              -------    ------   -------   -------
       Total revenue           88,678    66,669   169,542   131,718
                              -------    ------   -------   -------
Cost of revenue:
 Cost of licenses               8,329     6,117    15,237    12,753
 Cost of maintenance and
  services                     24,339    14,986    47,470    27,487  
                              -------    ------   -------   -------
 Total cost of                
  revenue                      32,668    21,103    62,707    40,240
                              -------    ------   --------  -------
Gross profit                   56,010    45,566   106,835    91,478

Operating expenses:                                          
 Selling and marketing         25,555    25,887    49,711    52,289
 Research and development      13,877     6,426    25,415    14,281
 General and            
  administrative                4,877     3,929     9,064     8,275
 Purchased in-process                                     
   research and         
   development                      -         -    20,850         -
                                ------   ------    -------    -------
      Total operating  
      expenses                 44,309    36,242   105,040    74,845
                               ------    ------   -------    ------
      Operating income         11,701     9,324     1,795    16,633


Equity in earnings (losses)
 of affiliates                     80      (454)       80       541
Acquisition costs                   -    (1,102)        -    (1,102)
Other income, net               1,029       867     1,557       708
                               ------    ------   -------    ------
Income before income taxes     12,810     8,635     3,432    16,780
                                                              
Income tax expense              2,932     2,028     5,954     3,817
                               ------    ------    -------   ------
      Net income (loss)      $  9,878   $ 6,607  $ (2,522) $ 12,963
                              =======    =======  =======    ======
Earnings (loss) per share:                                   
        Primary              $    .28   $   .19  $   (.08) $    .37
        Fully diluted             .28       .19      (.08)      .37
                                                             
Common and common                                            
equivalent shares:
        Primary                35,010    35,189    33,488    34,850
        Fully diluted          35,361    35,189    33,488    34,850

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


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

<CAPTION>

                                        June 30,      December 31,
                                          1997          1996
Assets                                (unaudited)      

<S>                                    <C>          <C>
Current assets:                                       
 Cash and cash equivalents             $ 80,816     $ 71,278
 Marketable securities                   17,224       18,502
 Trade accounts receivable, net          66,284       61,743
 Other accounts receivable               13,913        7,464
 Prepaid expenses                         9,802        7,918
                                        -------      -------
        Total current assets            188,039      166,905
                                        -------      -------
Marketable securities                     8,883       10,509

Property and equipment, at cost:                      
 Computer and other equipment            54,719       49,376
 Office furniture and equipment          16,295       14,535
 Leasehold improvements                   6,445        5,695
                                         ------       ------
                                         77,459       69,606

 Less accumulated depreciation and    
  amortization                           53,707       48,661
                                         ------      -------
        Net property and equipment       23,752       20,945


Computer software construction
 costs, net                              31,524       28,614
Other assets                             10,318       11,106
                                         ------      -------
               Total assets            $262,516     $238,079
                                        =======      =======
</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>

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

<CAPTION>

                                         June 30,      December 31,
                                           1997          1996
Liabilities and Shareholders' Equity  (unaudited)
<S>                                     <C>          <C>
Current liabilities:
 Accounts payable                       $ 13,311     $  9,695
 Accrued expenses                         41,314       36,045
 Accrued litigation settlement and   
  related costs                           10,104       10,104
 Accrued income taxes                      8,557        8,082
 Deferred revenues                        46,845       36,460
                                         -------      -------
        Total current liabilities        120,131      100,386
 
Other long-term liabilities                7,679        8,394

Shareholders' equity:
 Common stock, stated value $.0069 per 
 share Authorized 100,000 shares;
 outstanding shares -          
 33,370 and 32,760 net of 1,534 and
 1,542 shares in treasury                    231          228
 Capital in excess of stated value        96,942       87,292
 Retained earnings                        38,988       41,510
 Foreign currency translation          
   adjustment                             (1,405)         298
 Unrealized holding loss on 
  investments                                (50)         (29)
                                         -------      --------
     Total shareholders' equity          134,706      129,299
                                         -------      --------
     Total liabilities and   
      shareholders' equity              $262,516     $238,079
                                         =======      ========
</TABLE>                              


<TABLE>

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

<CAPTION>

                                      Six Months Ended June 30,
                                         1997           1996
<S>                                     <C>          <C> 
Net cash provided by operating           
  activities                            $ 42,513     $ 16,297

Cash flows from investing activities:                    
  Sales, (purchases) of marketable  
    securities, net                        2,883       (9,530)
   Additions to property and equipment,
    net                                   (7,116)      (6,772)
   Additions to computer software   
     construction costs                   (4,508)      (3,709)  
   Acquisition of Metaphase        
     Technology, Inc.                    (28,050)           -
                                       ----------     --------
   Net cash used in investing     
     activities                          (36,791)     (20,011)
                                        ---------    ----------
Cash flows from financing activities:
   Stock issued under employee benefit
     plans                                 6,676       13,406
   Purchases of treasury stock            (1,157)      (2,469)
   Repayment of long term debt                 -       (1,648)
                                        ---------     --------
      Net cash provided by financing   
         activities                        5,519        9,289
                                        ---------     ---------
Effect of exchange rate changes on cash   (1,703)        (174)
                                        ---------     ---------
Increase in cash and cash equivalents      9,538        5,401

Cash and cash equivalents:
   Beginning of period                    71,278       61,848
                                        --------      ---------
   End of period                        $ 80,816     $ 67,249
                                        ========      =========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
    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 for the year ended December 31, 1996.

(2)  Acquisition of Metaphase Technology, Inc.

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

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

(3)  Taxes

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


(4)  New Accounting Pronouncement

In  February  1997,  the Financial Accounting Standards  Board 
issued Statement  of  Financial  Accounting Standards  No.  128 
(SFAS  128), "Earnings   per   Share"  which  establishes  new 
methods   for   the computation, presentation and disclosure of
earnings per share.   SFAS 128  will be effective for financial
statements of annual and  interim periods  ending after December 15,
1997.  Had SFAS 128 been  used  for the periods presented, there
would have been no material effect on the reported earnings per
share.

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

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

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

Acquisition of Metaphase Technology, Inc.

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

Revenue

The  Company's consolidated net revenue increased 29% to $169,542 
for the  six  months ended June 30, 1997, compared to  $131,718
for  the  six months ended June 30, 1996.  Quarterly revenue
increased 33%  to $88,678 for the three months ended June 30, 1997,
compared to $66,669 for the three months ended June 30, 1996.

Software  license revenue increased 19% to $83,395 for the six 
months ended June 30, 1997, compared to $69,827 for the six months
ended June 30, 1996.  Quarterly software license revenue increased
17% to $42,237 for  the three months ended June 30, 1996 compared to
$36,119 for  the three  months  ended June 30, 1996.  Software
license  revenue  growth from CAD/CAM/CAE and PDM products was 10%
and 108%, respectively,  for the  three  months ended June 30, 1997
and 11% and 83%,  respectively, for  the  six months ended June 30,
1997 compared to the corresponding periods  in  1996.   The growth
was lead by sales to major  automotive customers  and  increased PDM
product sales related to  the  Metaphase acquisition.   Software 
license revenues increased  as  a  result  of continued product
development and 


Revenue (continued)

customer  acceptance  of  software enhancements.   During  the 
second quarter   of  1997,  the  Company's  ongoing  investment  in 
 product development  resulted in the releases of I-DEAS Master
Series  5,  the latest  version of the Company's principal
CAD/CAM/CAE  software,  and Metaphase 2.3, the latest version of its
PDM software.  Master  Series 5  has  improved  performance and new
capabilities for product  design analysis.   It  offers  integration 
with  the  Company's   suite   of manufacturing and machining
software.  Metaphase 2.3 has new  features to further support
concurrent product development processes, including web based
product data management.

Software maintenance and services revenue increased 39% to $86,147
for the  six  months ended June 30, 1997, compared to $61,891 for
the  six months  ended  June  30,  1996.  Quarterly  software 
service  revenue increased  52%  to $46,441 for the three months
ended June  30,  1997, compared to $30,550 for the three months
ended June 30, 1996.   Growth in  maintenance  revenue  was due to
the  increase  in  the  Company's installed  customer base and the
Company's continued efforts,  through product  development  and 
marketing, to obtain  maintenance  contract renewals from its
customers.   Software services revenue continued  to grow due to
increased work on implementation and related projects  for I-DEAS 
and  Metaphase license customers, including a  large  contract with
a major automotive customer.

For  the  three  and six month periods ended June 30, 1997  and 
1996, revenue  in  North America accounted for 49% and 53%, Europe 
28%  and Asia-Pacific 23% and 19%, 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 56% to $62,707 for the six
months ended June 30, 1997, compared to $40,240 for  the  six months
ended June 30, 1996.  Quarterly cost  of  revenue increased  55%  to
$32,668 for the three months ended June  30,  1997, compared to
$21,103 for the three months ended June 30, 1996.  Cost of revenue
represented 37% of revenue for the three and six months  ended June 
30, 1997, compared to 32% and 31% and for the corresponding 1996
periods.

The  cost  of licenses represented 20% and 18% of license revenue 
for the  three and six months ended June 30, 1997, compared to 17%
and 18% of license revenue for the corresponding 1996 periods. 
Quarterly, the increased  cost  of  licenses,  relative  to  license 
sales,  is  due primarily  to increased software amortization from
the recent  release of  I-DEAS  Master  Series  5.  The cost of
services  and  maintenance represented  52% and 55% of the
associated revenue for the  three  and six  months  ended  June 30,
1997, compared to 49%  and  45%  for  the corresponding 1996
periods.  Relative to the associated sales, cost of services  and 
maintenance increased due to the hiring,  training  and integration
cost associated with expanding the workforce to  meet  the growing
demand for software implementation, training services and post
license sales support.  Also, the cost of services and maintenance
for the  1997  periods  included expenses to support,  at  lower 
margins, service  commitments  transferred  to  the  company  as  a 
result  of purchasing  certain  assets of CDSI in connection with 
the  Metaphase acquisition.   These service operations are being 
combined  with  the company  and  the  existing commitments will be
restructured  as  they expire.

Expenses (continued)

Selling  and  marketing expenses consist of the costs associated 
with the  world-wide  sales  and marketing staff, advertising  and 
product localization. Selling and marketing expenses decreased 1%
and  5%  for the  three  and  six months ended June 30, 1997 from
the corresponding 1996  periods.   Selling  and marketing expenses 
represented  29%  of revenue  for the three and six months ended
June 30, 1997 compared  to 39%  and  40% for the corresponding
periods in 1996. While the Company expanded  its sales force and
marketing efforts since June  30,  1996, the  net  decrease  in 
selling and marketing  expense  resulted  from certain 
non-recurring charges during the six months  ended  June  30, 1996. 
 Those  charges included significant expense  for  a  corporate
advertising   campaign,  bad  debt  expense  and  special  
commission programs.   In  1997,  the Company allocated less 
facility  costs  to selling  and  marketing expenses and more to
services and  maintenance expenses  due to the additional growth of
the services and maintenance workforce.   Through  the  remainder 
of  1997,  the  Company  expects continued increases in the number
of sales people.

Research  and  development  expenses consist  primarily  of 
salaries, benefits, computer equipment costs and facilities
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
increased to $13,877 and $25,415 for the  three and six month
periods ended June 30, 1997, from $6,426, and $14,281  for  the 
corresponding  periods  in  1996.   These  expenses increased to 16%
and 15% of total revenue for the three and six  month periods 
ending June 30, 1997, from 10% and 11% of total  revenue  for the 
same periods in 1996.  The increases were due to additions in the
development  staff from the Metaphase acquisition, as well  as, 
staff increments  for I-DEAS product development.  Research and 
development expenses  excluded capitalized internal software costs
of  $4,508  for the  six  months  ended  June  30, 1997 compared  to 
$3,709  for  the corresponding  period  in  1996.  The  increase  in 
capitalized  cost reflected  the  higher  level  of  development 
staff  and  a   timing difference  of new product releases compared
to the prior  year.   The Company expects to continue to devote a
substantial level of resources to product development.

General  and administrative expenses consist of costs associated 
with the  corporate,  finance,  legal, human  resource  and 
administrative staffs.   These expenses increased  10% to $9,064 for
the  six  months ended June 30, 1997, compared to $8,275 for the six
months ended  June 30, 1996.  Quarterly general and administrative
expenses increased 24% to  $4,877  for  the  three months ended June
30, 1997,   compared  to $3,929  for  the  three  months ended  June 
30,  1996.   General  and administrative expenses represent 5% of
revenue for the three and  six months  ended June 30, 1997 and 6%
for the three and six months  ended June  30,  1996.  The increase
in general and administrative  expenses was  primarily  due to
recruiting and relocation cost associated  with changes in the
Company's executive management during the three  months ended   June 
30,  1997  and  increases  in  performance  compensation accruals.

Equity in Earnings of Affiliates

For the six months ended June 30, 1997, equity in earnings
represented the Company's share of operating results of its joint
venture, ESTECH. For  the  six month period ended June 30, 1996,
equity in earnings  of affiliates represented the Company's share of
operating results of its joint venture investee, Metaphase.  Since
the Company's acquisition of Metaphase  in  January, 1997, the
operating results of  Metaphase  are consolidated in the Company's
statement of operations.


Acquisition Cost

In   June  1996,  the  Company  completed  the  acquisition  of 
Camax Manufacturing Technologies, Inc., (Camax), which was accounted
for  as a  pooling  of interests wherein all historical financial 
information was  restated  to  include  the  results  of  Camax  for 
all  periods presented.  Charges of $1,102 related to the
acquisition were recorded in the second quarter 1996 results.

Other Income, net

Other income, net, consists principally of interest income and
foreign currency losses.  For the six months ended June 30, 1997,
other income includes  interest income of approximately $2,020 and
foreign exchange losses  of  approximately $460.  The net increase
for  the  six  month period  ended June 30, 1997, compared to 1996,
is due to a  charge  of approximately $950 for the settlement of a
lawsuit in 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.
 
Liquidity and Capital Resources

At  June 30, 1997, the Company had cash and investments of $106,923
as compared  to  $100,289  at December 31, 1996.  During  the  first 
six months  of  1997,  the  Company  generated  net  cash  from 
operating activities  of  $42,513; realized cash proceeds  of 
$6,676  from  the issuance  of  stock; and received $2,883 from the
sale of  securities. The cash generated was partially offset by cash
paid for the Metaphase acquisition  ($28,050);  payments for 
equipment  purchases  ($7,116); computer  software construction
($4,508); and the purchase of treasury stock for employee benefit
plans ($1,157) since December 31, 1996.  At June  30,  1997,  the 
Company's  working  capital  was  $67,908.   In addition, the
Company has an unused, unsecured bank line of credit  of $15,000. 
The Company has no current commitments for material  capital
expenditures.    These  existing  sources  of  liquidity   and  
funds anticipated  to be generated from operations are expected  to 
provide adequate  cash  to  fund  the  Company's  projected  needs 
 for   the foreseeable future.

Factors That May Affect Future Results

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

Future quarterly results could be impacted by factors such as
customer order   delays,  a  slower  growth  rate  in  the  market, 
 increased competition or adverse changes in general economic
conditions  in  any of  the countries in which the Company does
business.  The loss  of  a major  customer  or  a reduction in
orders from a  major  customer  or distributor  could  have  a 
significant  impact  to  the  results  of operations  in  any
particular quarter.  Historically,  a  significant portion  of the
Company's revenue is generated from shipments  in  the last  month
of a quarter.  In addition, higher volumes of orders  have been 
experienced in the second and fourth quarter.  The concentration of 
orders makes projections of quarterly financial results difficult.
If  customers  delay  their orders or a disruption  in  the 
Company's distribution occurs, quarterly results of operations in
any particular quarter may be negatively impacted. The Company


Factors That May Affect Future Results (continued)

usually  ships  the software license orders 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.  The value of such
orders is not   indicative  of  revenue  results  for  any  future 
period.    A significant   portion   of  the  Company's  revenue   
is   from   the international  market.  As a result, the Company's 
financial  results could  be  impacted by weakened general economic
conditions, differing technological advances or preferences,
volatile foreign exchange rates and  government trade restrictions
in any country in which the Company
does  business.   The Company relies on distributors, 
representatives and  value  added  resellers to market its 
products.   The  Company's revenue  in  any particular quarter may
be negatively  impacted  by  a lower  than  anticipated  performance
of any significant  distributor, representative or value added
reseller.

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

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

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

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

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

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


                   PART II.  OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders.

At the April 29, 1997 Annual Meeting of Shareholders, the Company's
shareholders voted to:

     -     Elect  three  Class II directors to serve  until  the 
1999 Annual  Meeting.   Out of a total 32,906,924 shares  eligible 
to vote  for  the appointment, 29,379,867; 29,690,015 and 29,628,158
voted  in  favor  of  the three nominees, respectively,  0  voted
against  and 548,346; 238,198 and 300,055 withheld, respectively,
 with no broker non-votes.

     -     Amend  the  Company's Amended Articles of Incorporation 
to permit   certain  internal  reorganizations  without  shareholder
approval.  Out of a total 32,906,924 shares eligible to vote  for
the  amendment, 24,219,073 voted in favor, 897,361 voted  against
and 138,451 abstained with no broker non-votes.

     -    Ratify  the  appointment of Price  Waterhouse  LLP  as 
the independent  auditors of the Company for 1997.  Out  of  a 
total 32,906,924   shares  eligible  to  vote  for  the  
ratification, 29,828,163  voted  in  favor, 32,613  voted  against 
and  67,437 abstained with no broker non-votes.


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

 (A) Exhibits filed as part of this report:

     11(a)   Calculation of Primary Earnings Per Common Share

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

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

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

                                
                            SIGNATURE

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


                                STRUCTURAL DYNAMICS RESEARCH
                                CORPORATION




Date:  August 11, 1997          By: /s/ Jeffrey J. Vorholt
                                  Jeffrey J. Vorholt,
                                  Vice President,
                                  Chief Financial Officer and
                                  Treasurer



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

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