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/CAMAX Systems, Inc. 1985 Incentive Stock Option Plan
                              and

   SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock Option Plan
                              and

   SDRC/Point Control Co. 1987 Incentive Stock Option Plan
                              and

   SDRC/CAMAX Manufacturing Technologies, Inc. 1995 Long-Term 
               Incentive and Stock Option Plan
                              and

   SDRC/CAMAX Manufacturing Technologies, Inc. 1995 Directors' 
                         Stock Option Plan
                              and

   Structural Dynamics Research Corporation 1996 Directors'
                     Nondiscretionary Stock Plan

                      (Full Titles of the Plans)
_________________________________________________________________  
                                                            

                       John A. Mongelluzzo, Esq.
           Vice President, Secretary and General Counsel
             Structural Dynamics Research Corporation
                       2000 Eastman Drive
                        Milford, Ohio 45150
                         (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 & Shohl
                      1900 Chemed Center
                     255 East Fifth Street
                    Cincinnati, Ohio 45202
                       (513) 977-8200
 

Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration
Statement.

              CALCULATION OF REGISTRATION FEE

Title of    Amount To Be Proposed  Proposed Maximum  Amount of
Securities  Registered   Maximum   Offering Price*   Registration
To Be                    Offering                    Fee
Registered               Price Per 
                         Share      
__________________________________________________________________
Common Stock, 1,175,168  $22.00     25,853,696       $8,915.05
no par value


* Pursuant to Rule 457(c) of Regulation C, the registration filing
fee and the aggregate offering price shall be computed with respect
to the maximum number of the Registrant's securities issuable under
the plans covered by this Registration Statement based on the
average of the high and low prices of Registrant's Common Stock
reported on the Nasdaq National Market on June 28, 1996, a date
within 5 business days prior to the date of filing of this
Registration Statement.<PAGE>
                             PART I

          INFORMATION REQUIRED 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 (d) 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 as amended on Form
10-K/A, Amendment No. 1 filed with the Commission on May 10,1996 for
the year ended December 31, 1995.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended on March 30, 1996, as amended on Form 10-Q/A, Amendment No. 1
filed with the Commission on May 22, 1996.

(c)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1995.

(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission on September 18, 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 & Shohl, Cincinnati,
Ohio.  John E. McDowell, a partner of Dinsmore & Shohl, is a
director of the Registrant.  As of December 31, 1995, partners of
Dinsmore & Shohl and attorneys employed thereby, together with their
immediate families beneficially owned approximately 105,906 shares
of the Registrant's 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 regard 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

4.1            SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option
              Plan

4.2           SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock
              Option Plan

4.3           SDRC/Point Control Co. 1987 Incentive Stock Option
              Plan

4.4           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Long-Term Incentive and Stock Option Plan

4.5           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Directors' Stock Option Plan

4.6           Structural Dynamics Research Corporation 1996
              Directors' Nondiscretionary Stock Plan

5, 23.1       Opinion of Dinsmore & Shohl, counsel, as to
              the legality of the securities being registered

23.2          Consent of Price Waterhouse L.L.P.

24*           Power of Attorney
___________________________________                                
 
*  Included in 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, 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.<PAGE>



Registration Statement on
Form S-8

                       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 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 Milford, State
of Ohio, on July 1, 1996.

                                      STRUCTURAL DYNAMICS
                                      RESEARCH CORPORATION


                                      By:/s/ Albert F. Peter
                                         Albert F. Peter
                                         President and 
                                         Chief Executive Officer


                      POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Mongelluzzo, Vice
President, Secretary and General Counsel, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign and execute on behalf of the undersigned any
and all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with any such amendments, as fully to all
intents and purposes as he might or could do in person and agent, or
his substitute or substitutes, may lawfully 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 by the following persons in
the capacities and on the dates indicated.

Principal Executive Officer:               Date:


/s/ Albert F. Peter   President and      July 1, 1996
Albert F. Peter       Chief Executive
                      Officer

Principal Financial and Accounting Officer:


/s/ Jeffrey J. Vorholt Vice President,   July 1, 1996
Jeffrey J. Vorholt     Chief Financial
                       Officer, and
                       Treasurer


Directors of the Company:                            Date:


/s/ William P. Conlin                            July 1, 1996
William P. Conlin


/s/ Albert F. Peter                              July 1, 1996
Albert F. Peter


/s/ John E. McDowell                             July 1, 1996
John E. McDowell


/s/ Gilbert R. Whitaker, Jr.                     July 1, 1996
Gilbert R. Whitaker, Jr.


/s/ Bannus B. Hudson                             July 1, 1996
Bannus B. Hudson


/s/ James W. Nethercott                          June 20, 1996
James W. Nethercott


/s/ Arthur B. Sims                               July 1, 1996
Arthur B. Sims








                           INDEX TO EXHIBITS


Exhibit No.                          Description

4.1            SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option
              Plan

4.2           SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock
              Option Plan

4.3           SDRC/Point Control Co. 1987 Incentive Stock Option
              Plan

4.4           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Long-Term Incentive and Stock Option Plan

4.5           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Directors' Stock Option Plan

4.6           Structural Dynamics Research Corporation 1996
              Directors' Nondiscretionary Stock Plan

5, 23.1       Opinion of Dinsmore & Shohl, counsel, as to
              the legality of the securities being registered

23.2          Consent of Price Waterhouse, L.L.P.

24*           Power of Attorney
___________________________________                                
 
*  Included in signature page.<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16134}]
{"company-data": {"conformed-name": "STRUCTURAL DYNAMICS RESEARCH CORP /OH/", "cik": "0000820235", "assigned-sic": "7373", "irs-number": "310733928", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07365", "film-number": "96589905"}, "business-address": {"street1": "2000 EASTMAN DR", "city": "MILFORD", "state": "OH", "zip": "45150", "phone": "5135762400"}, "mail-address": {"street2": "2000 EASTMAN DRIVE", "city": "MILFORD", "state": "OH", "zip": "45212"}}
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/CAMAX Systems, Inc. 1985 Incentive Stock Option Plan
                              and

   SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock Option Plan
                              and

   SDRC/Point Control Co. 1987 Incentive Stock Option Plan
                              and

   SDRC/CAMAX Manufacturing Technologies, Inc. 1995 Long-Term 
               Incentive and Stock Option Plan
                              and

   SDRC/CAMAX Manufacturing Technologies, Inc. 1995 Directors' 
                         Stock Option Plan
                              and

   Structural Dynamics Research Corporation 1996 Directors'
                     Nondiscretionary Stock Plan

                      (Full Titles of the Plans)
_________________________________________________________________  
                                                            

                       John A. Mongelluzzo, Esq.
           Vice President, Secretary and General Counsel
             Structural Dynamics Research Corporation
                       2000 Eastman Drive
                        Milford, Ohio 45150
                         (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 & Shohl
                      1900 Chemed Center
                     255 East Fifth Street
                    Cincinnati, Ohio 45202
                       (513) 977-8200
 

Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this Registration
Statement.

              CALCULATION OF REGISTRATION FEE

Title of    Amount To Be Proposed  Proposed Maximum  Amount of
Securities  Registered   Maximum   Offering Price*   Registration
To Be                    Offering                    Fee
Registered               Price Per 
                         Share      
__________________________________________________________________
Common Stock, 1,175,168  $22.00     25,853,696       $8,915.05
no par value

* Pursuant to Rule 457(c) of Regulation C, the registration filing
fee and the aggregate offering price shall be computed with respect
to the maximum number of the Registrant's securities issuable under
the plans covered by this Registration Statement based on the
average of the high and low prices of Registrant's Common Stock
reported on the Nasdaq National Market on June 28, 1996, a date
within 5 business days prior to the date of filing of this
Registration Statement.
PART I

          INFORMATION REQUIRED 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 (d) 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 as amended on Form
10-K/A, Amendment No. 1 filed with the Commission on May 10,1996 for
the year ended December 31, 1995.

(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended on March 30, 1996, as amended on Form 10-Q/A, Amendment No. 1
filed with the Commission on May 22, 1996.

(c)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1995.

(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission on September 18, 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 & Shohl, Cincinnati,
Ohio.  John E. McDowell, a partner of Dinsmore & Shohl, is a
director of the Registrant.  As of December 31, 1995, partners of
Dinsmore & Shohl and attorneys employed thereby, together with their
immediate families beneficially owned approximately 105,906 shares
of the Registrant's 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 regard 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

4.1            SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option
              Plan

4.2           SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock
              Option Plan

4.3           SDRC/Point Control Co. 1987 Incentive Stock Option
              Plan

4.4           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Long-Term Incentive and Stock Option Plan

4.5           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Directors' Stock Option Plan

4.6           Structural Dynamics Research Corporation 1996
              Directors' Nondiscretionary Stock Plan

5, 23.1       Opinion of Dinsmore & Shohl, counsel, as to
              the legality of the securities being registered

23.2          Consent of Price Waterhouse L.L.P.

24*           Power of Attorney
___________________________________                                
 
*  Included in 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, 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.
Registration Statement on
Form S-8

                       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 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 Milford, State
of Ohio, on July 1, 1996.

                                      STRUCTURAL DYNAMICS
                                      RESEARCH CORPORATION

                                      By:/s/ Albert F. Peter
                                         Albert F. Peter
                                         President and 
                                         Chief Executive Officer

                      POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Mongelluzzo, Vice
President, Secretary and General Counsel, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign and execute on behalf of the undersigned any
and all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in connection with any such amendments, as fully to all
intents and purposes as he might or could do in person and agent, or
his substitute or substitutes, may lawfully 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 by the following persons in
the capacities and on the dates indicated.

Principal Executive Officer:               Date:

/s/ Albert F. Peter   President and      July 1, 1996
Albert F. Peter       Chief Executive
                      Officer

Principal Financial and Accounting Officer:

/s/ Jeffrey J. Vorholt Vice President,   July 1, 1996
Jeffrey J. Vorholt     Chief Financial
                       Officer, and
                       Treasurer

Directors of the Company:                            Date:

/s/ William P. Conlin                            July 1, 1996
William P. Conlin

/s/ Albert F. Peter                              July 1, 1996
Albert F. Peter

/s/ John E. McDowell                             July 1, 1996
John E. McDowell

/s/ Gilbert R. Whitaker, Jr.                     July 1, 1996
Gilbert R. Whitaker, Jr.

/s/ Bannus B. Hudson                             July 1, 1996
Bannus B. Hudson

/s/ James W. Nethercott                          June 20, 1996
James W. Nethercott

/s/ Arthur B. Sims                               July 1, 1996
Arthur B. Sims

                           INDEX TO EXHIBITS

Exhibit No.                          Description

4.1            SDRC/CAMAX Systems, Inc. 1985 Incentive Stock Option
              Plan

4.2           SDRC/CAMAX Systems, Inc. 1987 Non-Qualified Stock
              Option Plan

4.3           SDRC/Point Control Co. 1987 Incentive Stock Option
              Plan

4.4           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Long-Term Incentive and Stock Option Plan

4.5           SDRC/CAMAX Manufacturing Technologies, Inc. 1995
              Directors' Stock Option Plan

4.6           Structural Dynamics Research Corporation 1996
              Directors' Nondiscretionary Stock Plan

5, 23.1       Opinion of Dinsmore & Shohl, counsel, as to
              the legality of the securities being registered

23.2          Consent of Price Waterhouse, L.L.P.

24*           Power of Attorney
___________________________________                                
 
*  Included in signature page.