STRUCTURAL DYNAMICS RESEARCH CORP /OH/
8-K, 1994-11-16
COMPUTER INTEGRATED SYSTEMS DESIGN
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              SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549


                       FORM 8-K


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



Date of Report (Date of earliest event reported):  November 10,
1994


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



   Ohio                 HO-2879       31-0733928   
(State or other         (Commission     (I.R.S
jursdiction of          File Number)    Identification 
incorporation or                                      
organization)


                 2000 Eastman Drive, Milford, Ohio 45150
            (Address of principal executive offices and zip code)



Registrant's telephone number, including area code:  (513) 576-2400
<PAGE>



Items 1, 2, 3, 5, 6, 7 and 8 are not applicable and are omitted
from this report.

Item 4.  Changes in Registrant's Certifying Accountant

     On November 10, 1994, the Registrant engaged the firm of Price
Waterhouse LLP ("Price Waterhouse") to serve as the Registrant's
principal independent accountant.  During the Registrant's two most
recent fiscal years, the Registrant has not consulted Price
Waterhouse regarding (i) either:  the application of accounting
principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements; or (ii) any matter that was
either the subject of a disagreement or a reportable event.


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


STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Registrant)


By: /s/ John A. Mongelluzzo                                       
                       
   John A. Mongelluzzo,
   Vice President, Secretary and General Counsel     

Dated:   November 15, 1994



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