Registration No. ____________

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                           FORM S-8
                      REGISTRATION STATEMENT
                             UNDER
                     THE SECURITIES ACT OF 1933


             STRUCTURAL DYNAMICS RESEARCH CORPORATION
      (Exact name of issuer as specified in its Charter)


Ohio                                      31-0733928
(State of Incorporation)  (I.R.S. Employer Identification No.)

2000 Eastman Drive, Milford, Ohio             45150
(Address of Principal Executive Offices)     (Zip Code)


            STRUCTURAL DYNAMICS RESEARCH CORPORATION
             1994 LONG-TERM STOCK INCENTIVE PLAN

                  (Full Title of the Plan)


                John A. Mongelluzzo, Esq.
       Vice President, Secretary and General Counsel
           Structural Dynamics Research Corporation
                  2000 Eastman Drive
                 Milford, Ohio  45202
                    (513) 576-2400

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
                                                               

                               Copy To:

                    Charles F. Hertlein, Jr., Esq.
                           Dinsmore and Shohl
                          1900 Chemed Center
                         255 East Fifth Street
                       Cincinnati, Ohio  45202

<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE

Title of Securities Amount to     Proposed Maximum Proposed Maximum Amount of
to be Registered    be Registered Offering Price   Offering Price   Registration                                  Per Share 
                                                                    Fee   
<S>                 <C>            <C>             <C>              <C>
Common Stock,       1,148,405      $9.50*          $10,909,848      $3763.00      
no par value   
</TABLE>
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this 
Registration Statement

*  Based pursuant to Rule 457(c) and 457(f)(1), on the average of the
high and low prices of the common stock of Structural Dynamics Research
Corporation on the Nasdaq National Market on April 11, 1995, a date
within 5 days of the date on which this Registration Statement is filed. 
                          PART I

     INFORMATION REQUESTED IN THE SECTION 10(a) PROSPECTUS

   The information specified in Part I of Form S-8 is set forth in
a single document, entitled "Prospectus," which constitutes a part
of the Section 10(a) Prospectus to which this Registration
Statement relates but which is not filed herewith.

                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

   Structural Dynamics Research Corporation (the "Registrant")
hereby states that the documents listed in (a) through (c) below
are incorporated by reference in this Registration Statement, and
further states that all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents.

      (a)   The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.

      (b)   All other reports filed pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act since December 31, 1994.

      (c)   The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, which
Registration Statement became effective on September 29, 1987.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

   The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Dinsmore and Shohl,
Cincinnati, Ohio.  John E. McDowell, a partner of Dinsmore and
Shohl, is a director of the Registrant.  As of February 27, 1995,
partners of Dinsmore and Shohl and attorneys employed thereby,
together with their immediate families beneficially owned
approximately 67,060 shares of the Registrant's Common Stock and
held options to purchase an additional 43,000 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

   The Registrant's Code of Regulations provides that the
Registrant shall indemnify each director and each officer of the
Registrant, and each person employed by the Registrant who serves
at the written request of the Chairman of the Board of the
Registrant as a director, trustee, or officer of another
corporation, partnership, joint venture, trust, or other
enterprise, to the full extent permitted by Ohio law.  The Code of
Regulations also provides that the Registrant may indemnify
assistant officers, employees and others by action of the Board of
Directors to the extent permitted by Ohio law.

     In general, under Section 1701.13(E) of the Ohio Revised Code,
an Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case.  The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interest of the corporation).

    In addition, the Registrant has purchased insurance policies
which provide coverage for the acts and omissions of the
Registrant's directors and officers in certain situations.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.   Exhibits.


Exhibit No.                Description
5, 23 (a)       Opinion of Dinsmore and Shohl as to the
                legality of the securities being registered.

4(a)            Structural Dynamics Research Corporation 1994
                Long-Term Stock Incentive Plan                   *

23(a)           Consent of Price Waterhouse, LLP independent 
                public accountants

24              Power of Attorney                               **

*  Incorporated by reference to definitive copies of this document
previously filed with Securities and Exchange Commission as an
exhibit to the Company's 1994 Proxy Statement

**  Contained herein on the signature page

Item 9.   Undertakings.

          A.   The undersigned registrant hereby undertakes:

               1.  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.

               2. That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

              3. To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

           B.  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          C.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefor, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.




                       SIGNATURES


  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on April 17, 1995.

STRUCTURAL DYNAMICS RESEARCH CORPORATION



By: /s/ Jeffrey J. Vorholt
    Jeffrey J. Vorholt
    Chief Financial Officer



                        POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John A.
Mongelluzzo, as his true and lawful attorney-in-fact and agent,
with full power of substitution, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration
Statement on Form S-8, and to perform any acts necessary to be done
in order to file such amendment with exhibits thereto and other
documents in connection therewith with the Securities and Exchange
Commission, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his
substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature               Title                 Date

/s/ Albert F. Peter  President and Chief    April 17, 1995
Albert F. Peter      Executive Officer
                     (Principal Executive
                     Officer); Director

/s/ Jeffrey J. Vorholt Chief Financial     April 17, 1995
Jeffrey J. Vorholt     Officer (Principal
                       Financial and 
                       Accounting Officer)


DIRECTORS:


/s/ William P. Conlin
William P. Conlin                           April 17, 1995

/s/ Robert P. Henderson                     April 17, 1995
Robert P. Henderson

/s/ Ted H. McCourtney                       April 17, 1995
Ted H. McCourtney

/s/ John E. McDowell                        April 17, 1995
John E. McDowell

/s/ James W. Nethercott                     April 17, 1995
James W. Nethercott

/s/ Gilbert R. Whitaker, Jr.                April 17, 1995
Gilbert R. Whitaker, Jr.

<PAGE>
                          INDEX TO EXHIBITS



Exhibit No.             Description                    Page
5, 23 (a)      Opinion of Dinsmore and Shohl
               as to the legality of the
               securities being registered.

4(a)           Structural Dynamics Research             *
               Corporation, 1994 Long-Term
               Stock Incentive Plan

23(a)          Consent of Price Waterhouse,
               independent certified public
               accountants

24             Power of Attorney                       **

                               
*   Incorporated by reference to definitive copies of this document
previously filed with Securities and Exchange Commission.

**  Contained herein on the signature page
                                                 Exhibit 23(a)

             Consent of Independent Accountants

The Board of Directors
Structural Dynamics Research Corporation

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15,
1995, which appears on page 32 of the 1994 Annual Report to
Shareholders of Structural Dynamics Research Corporation, which is
incorporated by reference in Structural Dynamics Research
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.  We also consent to the incorporation by
reference of our report on the Financial Statement Schedule and our
report dated March 24, 1995 on the financial statements of SDRC
Software and Services GmbH, which appear in item 14 of such Annual
Report on Form 10-K.


/s/ Price Waterhouse LLP
Price Waterhouse LLP
Cincinnati, Ohio
April 17, 1995



Exhibit 23(a)

       (513) 977-8315
     Charles F. Hertlein, Jr.


                           April 18, 1995


Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio  45150

Gentlemen:

  This opinion is rendered for use in connection with the Registration 
Statement on Form S-8 prescribed pursuant to the Securities Act of 1933,
to be filed by Structural Dynamics Research Corporation (the "Company")
with the Securities and Exchange Commission, under which up to 1,148,405
shares of the Company's Common Stock without par value ("Common Stock") 
are to be registered for issuance pursuant to the Structural Dynamics 
Research Corporation 1994 Long-Term Stock Incentive Plan (the "Plan").

  We hereby consent to the filing of this opinion as Exhibits 5 and 23(a)
to the Registration Statement and to the reference to our name in the
Registration Statement. 

As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, 
of such statutes, documents, corporate records, certificates of public 
officials, and other instruments as we have deemed necessary for the purpose of
this opinion, including the Company's Articles of Incorporation and Code of 
Regulations and the record of proceedings of the directors of the Company.

  Based upon the foregoing, we are of the opinion that:

  1.   The Company has been duly incorporated and is validly existing and 
in good standing as a corporation under the laws of the State of Ohio.

  2.   When the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission and up to 1,148,405 shares of 
the Common Stock to be issued pursuant to the Plan shall have been issued upon
the terms set forth in the Plan and as described in the Registration Statement, 
such shares will be legally and validly issued and outstanding, fully-paid and
nonassessable.

                           Very truly yours, 

                           DINSMORE & SHOHL

                           /s/ Charles F. Hertlein, Jr.
                               
                           Charles F. Hertlein, Jr.
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Registration No. ____________

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                           FORM S-8
                      REGISTRATION STATEMENT
                             UNDER
                     THE SECURITIES ACT OF 1933

             STRUCTURAL DYNAMICS RESEARCH CORPORATION
      (Exact name of issuer as specified in its Charter)

Ohio                                      31-0733928
(State of Incorporation)  (I.R.S. Employer Identification No.)

2000 Eastman Drive, Milford, Ohio             45150
(Address of Principal Executive Offices)     (Zip Code)

            STRUCTURAL DYNAMICS RESEARCH CORPORATION
             1994 LONG-TERM STOCK INCENTIVE PLAN

                  (Full Title of the Plan)

                John A. Mongelluzzo, Esq.
       Vice President, Secretary and General Counsel
           Structural Dynamics Research Corporation
                  2000 Eastman Drive
                 Milford, Ohio  45202
                    (513) 576-2400

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
                                                               

                               Copy To:

                    Charles F. Hertlein, Jr., Esq.
                           Dinsmore and Shohl
                          1900 Chemed Center
                         255 East Fifth Street
                       Cincinnati, Ohio  45202
CALCULATION OF REGISTRATION FEE

Title of Securities Amount to     Proposed Maximum Proposed Maximum Amount of
to be Registered    be Registered Offering Price   Offering Price   Registration                                  Per Share 
                                                                    Fee
Common Stock,       1,148,405      $9.50*          $10,909,848      $3763.00      
no par value
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this 
Registration Statement

*  Based pursuant to Rule 457(c) and 457(f)(1), on the average of the
high and low prices of the common stock of Structural Dynamics Research
Corporation on the Nasdaq National Market on April 11, 1995, a date
within 5 days of the date on which this Registration Statement is filed. 
                          PART I

     INFORMATION REQUESTED IN THE SECTION 10(a) PROSPECTUS

   The information specified in Part I of Form S-8 is set forth in
a single document, entitled "Prospectus," which constitutes a part
of the Section 10(a) Prospectus to which this Registration
Statement relates but which is not filed herewith.

                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

   Structural Dynamics Research Corporation (the "Registrant")
hereby states that the documents listed in (a) through (c) below
are incorporated by reference in this Registration Statement, and
further states that all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents.

      (a)   The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.

      (b)   All other reports filed pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act since December 31, 1994.

      (c)   The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, which
Registration Statement became effective on September 29, 1987.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

   The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Dinsmore and Shohl,
Cincinnati, Ohio.  John E. McDowell, a partner of Dinsmore and
Shohl, is a director of the Registrant.  As of February 27, 1995,
partners of Dinsmore and Shohl and attorneys employed thereby,
together with their immediate families beneficially owned
approximately 67,060 shares of the Registrant's Common Stock and
held options to purchase an additional 43,000 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

   The Registrant's Code of Regulations provides that the
Registrant shall indemnify each director and each officer of the
Registrant, and each person employed by the Registrant who serves
at the written request of the Chairman of the Board of the
Registrant as a director, trustee, or officer of another
corporation, partnership, joint venture, trust, or other
enterprise, to the full extent permitted by Ohio law.  The Code of
Regulations also provides that the Registrant may indemnify
assistant officers, employees and others by action of the Board of
Directors to the extent permitted by Ohio law.

     In general, under Section 1701.13(E) of the Ohio Revised Code,
an Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case.  The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interest of the corporation).

    In addition, the Registrant has purchased insurance policies
which provide coverage for the acts and omissions of the
Registrant's directors and officers in certain situations.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.   Exhibits.

Exhibit No.                Description
5, 23 (a)       Opinion of Dinsmore and Shohl as to the
                legality of the securities being registered.

4(a)            Structural Dynamics Research Corporation 1994
                Long-Term Stock Incentive Plan                   *

23(a)           Consent of Price Waterhouse, LLP independent 
                public accountants

24              Power of Attorney                               **

*  Incorporated by reference to definitive copies of this document
previously filed with Securities and Exchange Commission as an
exhibit to the Company's 1994 Proxy Statement

**  Contained herein on the signature page

Item 9.   Undertakings.

          A.   The undersigned registrant hereby undertakes:

               1.  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.

               2. That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

              3. To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

           B.  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          C.  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefor, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                       SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Cincinnati, State of Ohio on April 17, 1995.

STRUCTURAL DYNAMICS RESEARCH CORPORATION

By: /s/ Jeffrey J. Vorholt
    Jeffrey J. Vorholt
    Chief Financial Officer

                        POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John A.
Mongelluzzo, as his true and lawful attorney-in-fact and agent,
with full power of substitution, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration
Statement on Form S-8, and to perform any acts necessary to be done
in order to file such amendment with exhibits thereto and other
documents in connection therewith with the Securities and Exchange
Commission, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his
substitutes, shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature               Title                 Date

/s/ Albert F. Peter  President and Chief    April 17, 1995
Albert F. Peter      Executive Officer
                     (Principal Executive
                     Officer); Director

/s/ Jeffrey J. Vorholt Chief Financial     April 17, 1995
Jeffrey J. Vorholt     Officer (Principal
                       Financial and 
                       Accounting Officer)

DIRECTORS:

/s/ William P. Conlin
William P. Conlin                           April 17, 1995

/s/ Robert P. Henderson                     April 17, 1995
Robert P. Henderson

/s/ Ted H. McCourtney                       April 17, 1995
Ted H. McCourtney

/s/ John E. McDowell                        April 17, 1995
John E. McDowell

/s/ James W. Nethercott                     April 17, 1995
James W. Nethercott

/s/ Gilbert R. Whitaker, Jr.                April 17, 1995
Gilbert R. Whitaker, Jr.
INDEX TO EXHIBITS

Exhibit No.             Description                    Page
5, 23 (a)      Opinion of Dinsmore and Shohl
               as to the legality of the
               securities being registered.

4(a)           Structural Dynamics Research             *
               Corporation, 1994 Long-Term
               Stock Incentive Plan

23(a)          Consent of Price Waterhouse,
               independent certified public
               accountants

24             Power of Attorney                       **

                               
*   Incorporated by reference to definitive copies of this document
previously filed with Securities and Exchange Commission.

**  Contained herein on the signature page
                                                 Exhibit 23(a)

             Consent of Independent Accountants

The Board of Directors
Structural Dynamics Research Corporation

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15,
1995, which appears on page 32 of the 1994 Annual Report to
Shareholders of Structural Dynamics Research Corporation, which is
incorporated by reference in Structural Dynamics Research
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.  We also consent to the incorporation by
reference of our report on the Financial Statement Schedule and our
report dated March 24, 1995 on the financial statements of SDRC
Software and Services GmbH, which appear in item 14 of such Annual
Report on Form 10-K.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Cincinnati, Ohio
April 17, 1995

Exhibit 23(a)

       (513) 977-8315
     Charles F. Hertlein, Jr.

                           April 18, 1995

Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio  45150

Gentlemen:

  This opinion is rendered for use in connection with the Registration 
Statement on Form S-8 prescribed pursuant to the Securities Act of 1933,
to be filed by Structural Dynamics Research Corporation (the "Company")
with the Securities and Exchange Commission, under which up to 1,148,405
shares of the Company's Common Stock without par value ("Common Stock") 
are to be registered for issuance pursuant to the Structural Dynamics 
Research Corporation 1994 Long-Term Stock Incentive Plan (the "Plan").

  We hereby consent to the filing of this opinion as Exhibits 5 and 23(a)
to the Registration Statement and to the reference to our name in the
Registration Statement. 

As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, 
of such statutes, documents, corporate records, certificates of public 
officials, and other instruments as we have deemed necessary for the purpose of
this opinion, including the Company's Articles of Incorporation and Code of 
Regulations and the record of proceedings of the directors of the Company.

  Based upon the foregoing, we are of the opinion that:

  1.   The Company has been duly incorporated and is validly existing and 
in good standing as a corporation under the laws of the State of Ohio.

  2.   When the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission and up to 1,148,405 shares of 
the Common Stock to be issued pursuant to the Plan shall have been issued upon
the terms set forth in the Plan and as described in the Registration Statement, 
such shares will be legally and validly issued and outstanding, fully-paid and
nonassessable.

                           Very truly yours, 

                           DINSMORE & SHOHL

                           /s/ Charles F. Hertlein, Jr.
                               
                           Charles F. Hertlein, Jr.