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<P>	Registration No. </P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">SECURITIES AND EXCHANGE COMMISSION</P>

<P STYLE="text-align: CENTER">Washington, D.C.  20549</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">FORM S-8</P>

<P STYLE="text-align: CENTER">REGISTRATION STATEMENT</P>

<P STYLE="text-align: CENTER">UNDER</P>

<P STYLE="text-align: CENTER">THE SECURITIES ACT OF 1933</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">STRUCTURAL DYNAMICS RESEARCH CORPORATION</P>

<P STYLE="text-align: CENTER">(Exact name of issuer as specified in its Charter)</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Ohio								31-0733928</P>

<P>(State of Incorporation)			(I.R.S. Employer
Identification No.)</P>

<BR WP="BR1"><BR WP="BR2">
<P>2000 Eastman Drive, Milford, Ohio						45150</P>

<P>(Address of Principal Executive Offices)
(Zip Code)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">SDRC/T.D. TECHNOLOGIES, INC. 1996 INCENTIVE STOCK OPTION PLAN</P>

<P STYLE="text-align: CENTER">AND</P>

<P STYLE="text-align: CENTER">SDRC/T.D. TECHNOLOGIES, INC. 1996 DIRECTORS' NONSTATUTORY STOCK
OPTION PLAN</P>

<P STYLE="text-align: CENTER">AND</P>

<P STYLE="text-align: CENTER">SDRC/T.D. TECHNOLOGIES, INC. 1996 NONSTATUTORY STOCK OPTION PLAN
FOR FOUNDING EX-EMPLOYEES</P>

<P STYLE="text-align: CENTER">(Full Title of the Plans)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">John A. Mongelluzzo, Esq.</P>

<P STYLE="text-align: CENTER">Vice President, Secretary and General Counsel</P>

<P STYLE="text-align: CENTER">Structural Dynamics Research Corporation</P>

<P STYLE="text-align: CENTER">2000 Eastman Drive</P>

<P STYLE="text-align: CENTER">Cincinnati, Ohio 45150</P>

<P STYLE="text-align: CENTER">(513) 576-2400</P>

<P STYLE="text-align: CENTER">(Name, address, zip code, telephone number,</P>

<P STYLE="text-align: CENTER">and area code of agent for service)</P>

<P STYLE="text-align: CENTER">Copy To:</P>

<P STYLE="text-align: CENTER">Charles F. Hertlein, Jr., Esq.</P>

<P STYLE="text-align: CENTER">Dinsmore &amp; Shohl LLP</P>

<P STYLE="text-align: CENTER">1900 Chemed Center</P>

<P STYLE="text-align: CENTER">255 East Fifth Street</P>

<P STYLE="text-align: CENTER">Cincinnati, Ohio 45202</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD COLSPAN="5" STYLE="text-align: RIGHT">          CALCULATION OF REGISTRATION FEE</TD></TR>
<TR VALIGN="TOP"><TD STYLE="text-align: RIGHT">Title of
Securities to
be Registered</TD>
<TD STYLE="text-align: RIGHT">Amount
to be
Registered</TD>
<TD STYLE="text-align: RIGHT">Proposed
Maximum
Offering
Price Per
Share</TD>
<TD STYLE="text-align: RIGHT">Proposed
Maximum
Offering
Price</TD>
<TD STYLE="text-align: RIGHT">Amount of
Registration Fee</TD></TR>
<TR VALIGN="TOP"><TD STYLE="text-align: RIGHT">Common Stock,
no par value</TD>
<TD STYLE="text-align: RIGHT">205,000  </TD>
<TD STYLE="text-align: RIGHT">$10.65625</TD>
<TD STYLE="text-align: RIGHT">$2,184,531.25*</TD>
<TD STYLE="text-align: RIGHT">$576.72</TD></TR></TABLE>

<P>Approximate date of proposed commencement of sales hereunder:  As
soon as practicable after the effective date of this Registration
Statement</P>

<P>* 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
November 30, 1999, a date within 5 days of the date on which this
Registration Statement is filed.</P>

<P>PART I</P>

<BR WP="BR1"><BR WP="BR2">
<P>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>

<BR WP="BR1"><BR WP="BR2">
<P>The information specified in Part I of Form S-8 is set forth in
the "Prospectus."  The Prospectus is a part of the Section 10(a)
Prospectus to which this Registration Statement relates but it is
not filed with this Registration Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>PART II</P>

<BR WP="BR1"><BR WP="BR2">
<P>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 3.     Incorporation of Documents by Reference.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Structural Dynamics Research Corporation (the "Registrant")
states that the documents listed below are incorporated by
reference in this Registration Statement.  Registrant 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     * The Registrant's Annual Report on Form 10-K for the year
ended March         31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     * The Registrant's Current Reports on Form 8-K filed since
March 31,         1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     * All other reports filed pursuant to Section 13(a) or 15(d)
of the         Securities Exchange Act since March 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 4.     Description of Securities.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Not Applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 5.     Interests of Named Experts and Counsel.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Not Applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 6.     Indemnification of Directors and Officers.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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 fullest 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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 interests of the corporation).</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 7.     Exemption From Registration Claimed.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Not Applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 8.     Exhibits.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Exhibit No.             Description     </P>

<BR WP="BR1"><BR WP="BR2">
<P>     5, 23 (a)               Opinion of Dinsmore &amp; Shohl LLP as
to the</P>

<P>                             legality of the securities being
registered.     </P>

<BR WP="BR1"><BR WP="BR2">
<P>     4.1                     SDRC/T.D. Technologies, Inc. 1996
Incentive</P>

<P>                             Stock Option Plan</P>

<BR WP="BR1"><BR WP="BR2">
<P>     4.2                     SDRC/T.D. Technologies, Inc. 1996
Directors'</P>

<P>                             Nonstatutory Stock Option Plan</P>

<BR WP="BR1"><BR WP="BR2">
<P>     4.3                     SDRC/T.D. Technologies, Inc. 1996
Nonstatutory </P>

<P>                             Stock Option Plan for Founding Ex-Employees</P>

<BR WP="BR1"><BR WP="BR2">
<P>     23(b)                   Consent of PricewaterhouseCoopers
LLP,</P>

<P>                             independent accountants     </P>

<BR WP="BR1"><BR WP="BR2">
<P>     24                      Power of Attorney*</P>

<P>______________________                                  </P>

<BR WP="BR1"><BR WP="BR2">
<P>*     Contained herein on the signature page</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Item 9.     Undertakings.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     A.     The undersigned registrant hereby undertakes:</P>

<BR WP="BR1"><BR WP="BR2">
<P>            i.     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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>            ii.    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.
                 </P>

<P>            iii.   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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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 Act 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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, therefore, 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.</P>

<P>                              SIGNATURES</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>     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 November 30, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                   Structural Dynamics Research
Corporation</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>                                   By:/S/ William J. Weyand</P>

<P>                                   William J. Weyand, Chairman of
the Board,</P>

<P>                                   President and Chief Executive
Officer</P>

<P>                                   </P>

<BR WP="BR1"><BR WP="BR2">
<P>                             POWER OF ATTORNEY</P>

<BR WP="BR1"><BR WP="BR2">
<P>     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John A.
Mongelluzzo, Vice President, Secretary and General Counsel, 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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:</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Signature                         Title
Date</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ William J. Weyand          Chairman of the Board,
November 30, 1999</P>

<P>William J. Weyand              President and Chief</P>

<P>                               Executive Officer</P>

<P>                               (Principal Executive </P>

<P>                               Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ Jeffrey J. Vorholt         Vice President, Chief
November 30, 1999</P>

<P>Jeffrey J. Vorholt             Financial Officer and</P>

<P>                               Treasurer (Principal</P>

<P>                               Financial and Accounting</P>

<P>                               Officer)     </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>     Directors:
Date</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ William P. Conlin
November 30, 1999</P>

<P>William P. Conlin</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ John E. McDowell
November 30, 1999</P>

<P>John E. McDowell</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ Gilbert R. Whitaker, Jr.
November 30, 1999</P>

<P>Gilbert R. Whitaker, Jr.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ Bannus B. Hudson
November 30, 1999</P>

<P>Bannus B. Hudson</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ James W. Nethercott
November 30, 1999</P>

<P>James W. Nethercott</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>/S/ Arthur B. Sims
November 30, 1999</P>

<P>Arthur B. Sims</P>

<BR WP="BR1"><BR WP="BR2">
<P>                             INDEX TO EXHIBITS</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Exhibit No.         Description
Page</P>

<P>5, 23 (a)           Opinion of Dinsmore &amp; Shohl LLP</P>

<P>                    as to the legality of the securities</P>

<P>                    being registered.</P>

<BR WP="BR1"><BR WP="BR2">
<P>4.1                 SDRC/T.D. Technologies, Inc. 1996</P>

<P>                    Incentive Stock Option Plan </P>

<BR WP="BR1"><BR WP="BR2">
<P>4.2                 SDRC/T.D. Technologies, Inc. 1996</P>

<P>                    Directors' Nonstatutory Stock</P>

<P>                    Option Plan </P>

<BR WP="BR1"><BR WP="BR2">
<P>4.3                 SDRC/T.D. Technologies, Inc. 1996</P>

<P>                    Nonstatutory Stock Option Plan for</P>

<P>                    Founding Ex-Employees </P>

<BR WP="BR1"><BR WP="BR2">
<P>23(b)               Consent of PricewaterhouseCoopers LLP,</P>

<P>                    independent accountants</P>

<BR WP="BR1"><BR WP="BR2">
<P>24                  Power of Attorney**</P>

<BR WP="BR1"><BR WP="BR2">
<P>                                        Exhibits 5 and 23(a)</P>

<BR WP="BR1"><BR WP="BR2">
<P>      Charles F. Hertlein, Jr.</P>

<P>           (513) 977-8315</P>

<BR WP="BR1"><BR WP="BR2">
<P>December 1, 1999</P>

<BR WP="BR1"><BR WP="BR2">
<P>Structural Dynamics Research Corporation</P>

<P>2000 Eastman Drive</P>

<P>Milford, Ohio 45150</P>

<BR WP="BR1"><BR WP="BR2">
<P>Ladies and Gentlemen:</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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 on or about December 3, 1999, under which
206,000 shares of the Company's Common Stock without par value
("Common Stock") are to be registered.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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 Amended Certificate of Incorporation and Amended
Bylaws and the record of proceedings of the stockholders and
directors of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     Based upon the foregoing, we are of the opinion that:</P>

<BR WP="BR1"><BR WP="BR2">
<P>     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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>     2.     When the Registration Statement shall have been
declared effective by order of the Securities and Exchange
Commission and up to 206,000 shares of Company Common Stock have
been issued and sold upon the terms set forth in the Registration
Statement, such shares will be legally and validly issued and
outstanding, fully-paid and nonassessable.</P>

<BR WP="BR1"><BR WP="BR2">
<P>                         Very truly yours,</P>

<BR WP="BR1"><BR WP="BR2">
<P>                         DINSMORE &amp; SHOHL LLP</P>

<P>                                      </P>

<BR WP="BR1"><BR WP="BR2">
<P>                         /S/ Charles F. Hertlein, Jr.</P>

<P>                         Charles F. Hertlein, Jr.</P>

<P>                                                    Exhibit 23(b)</P>

<BR WP="BR1"><BR WP="BR2">
<P STYLE="text-align: CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 25,
1999 relating to the financial statements, which appear in the 1998
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, 1998.  We also consent to the incorporation
by reference of our report dated January 25, 1999 relating to the
financial statement schedules, which appear in such Annual Report
on Form 10-K.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>PricewaterhouseCoopers LLP</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>Cincinnati, Ohio</P>

<P>December 3, 1999</P>

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S-8 For LCA
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)
SDRC/T.D. TECHNOLOGIES, INC. 1996 INCENTIVE STOCK OPTION PLAN
AND
SDRC/T.D. TECHNOLOGIES, INC. 1996 DIRECTORS' NONSTATUTORY STOCK
OPTION PLAN
AND
SDRC/T.D. TECHNOLOGIES, INC. 1996 NONSTATUTORY STOCK OPTION PLAN
FOR FOUNDING EX-EMPLOYEES
(Full Title of the Plans)
John A. Mongelluzzo, Esq.
Vice President, Secretary and General Counsel
Structural Dynamics Research Corporation
2000 Eastman Drive
Cincinnati, Ohio 45150
(513) 576-2400
(Name, address, zip code, telephone number,
and area code of agent for service)
Copy To:
Charles F. Hertlein, Jr., Esq.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
CALCULATION OF REGISTRATION FEE
Title of
Securities to
be Registered
Amount
to be
Registered
Proposed
Maximum
Offering
Price Per
Share
Proposed
Maximum
Offering
Price
Amount of
Registration Fee
Common Stock,
no par value
205,000
$10.65625
$2,184,531.25*
$576.72
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
November 30, 1999, a date within 5 days of the date on which this
Registration Statement is filed.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in
the "Prospectus."  The Prospectus is a part of the Section 10(a)
Prospectus to which this Registration Statement relates but it is
not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference.
Structural Dynamics Research Corporation (the "Registrant")
states that the documents listed below are incorporated by
reference in this Registration Statement.  Registrant 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.
* The Registrant's Annual Report on Form 10-K for the year
ended March         31, 1999.
* The Registrant's Current Reports on Form 8-K filed since
March 31,         1999.
* All other reports filed pursuant to Section 13(a) or 15(d)
of the         Securities Exchange Act since March 31, 1999.
Item 4.     Description of Securities.
Not Applicable.
Item 5.     Interests of Named Experts and Counsel.
Not Applicable.
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 fullest 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 interests 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 & Shohl LLP as
to the
legality of the securities being
registered.
4.1                     SDRC/T.D. Technologies, Inc. 1996
Incentive
Stock Option Plan
4.2                     SDRC/T.D. Technologies, Inc. 1996
Directors'
Nonstatutory Stock Option Plan
4.3                     SDRC/T.D. Technologies, Inc. 1996
Nonstatutory
Stock Option Plan for Founding Ex-Employees
23(b)                   Consent of PricewaterhouseCoopers
LLP,
independent accountants
24                      Power of Attorney*
______________________
*     Contained herein on the signature page
Item 9.     Undertakings.
A.     The undersigned registrant hereby undertakes:
i.     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.
ii.    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.
iii.   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 Act 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, therefore, 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 November 30, 1999.
Structural Dynamics Research
Corporation
By:/S/ William J. Weyand
William J. Weyand, Chairman of
the Board,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John A.
Mongelluzzo, Vice President, Secretary and General Counsel, 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/ William J. Weyand          Chairman of the Board,
November 30, 1999
William J. Weyand              President and Chief
Executive Officer
(Principal Executive
Officer)
/S/ Jeffrey J. Vorholt         Vice President, Chief
November 30, 1999
Jeffrey J. Vorholt             Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)
Directors:
Date
/S/ William P. Conlin
November 30, 1999
William P. Conlin
/S/ John E. McDowell
November 30, 1999
John E. McDowell
/S/ Gilbert R. Whitaker, Jr.
November 30, 1999
Gilbert R. Whitaker, Jr.
/S/ Bannus B. Hudson
November 30, 1999
Bannus B. Hudson
/S/ James W. Nethercott
November 30, 1999
James W. Nethercott
/S/ Arthur B. Sims
November 30, 1999
Arthur B. Sims
INDEX TO EXHIBITS
Exhibit No.         Description
Page
5, 23 (a)           Opinion of Dinsmore & Shohl LLP
as to the legality of the securities
being registered.
4.1                 SDRC/T.D. Technologies, Inc. 1996
Incentive Stock Option Plan
4.2                 SDRC/T.D. Technologies, Inc. 1996
Directors' Nonstatutory Stock
Option Plan
4.3                 SDRC/T.D. Technologies, Inc. 1996
Nonstatutory Stock Option Plan for
Founding Ex-Employees
23(b)               Consent of PricewaterhouseCoopers LLP,
independent accountants
24                  Power of Attorney**
Exhibits 5 and 23(a)
Charles F. Hertlein, Jr.
(513) 977-8315
December 1, 1999
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45150
Ladies and 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 on or about December 3, 1999, under which
206,000 shares of the Company's Common Stock without par value
("Common Stock") are to be registered.
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 Amended Certificate of Incorporation and Amended
Bylaws and the record of proceedings of the stockholders and
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 206,000 shares of Company Common Stock have
been issued and sold upon the terms set forth in the Registration
Statement, such shares will be legally and validly issued and
outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/S/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 25,
1999 relating to the financial statements, which appear in the 1998
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, 1998.  We also consent to the incorporation
by reference of our report dated January 25, 1999 relating to the
financial statement schedules, which appear in such Annual Report
on Form 10-K.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
December 3, 1999