SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
--------------------------------
(MARK ONE)
X Annual Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997
Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______ to
______.
STRUCTURAL DYNAMICS RESEARCH CORPORATION TAX DEFERRED
CAPITAL ACCUMULATION PLAN
(Full title of the plan)
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Name of issuer of the securities held pursuant to the plan)
2000 Eastman Drive, Milford, Ohio 45150
(Address of principal executive office)
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Financial Statements and
Additional Information
December 31, 1997 and 1996
<PAGE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Table of Contents to Financial Statements and Additional Information
Page
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits by Fund 2-3
Statement of Changes in Net Assets Available for Plan
Benefits 4-5
Notes to Financial Statements 6-10
Additional Information: *
Schedule I - Schedule of Assets Held for Investment Purposes11
Schedule II - Schedule of Reportable Transactions 12
* Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
In our opinion, the accompanying statements of net assets
available for plan benefits by fund and the related
statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net
assets available for plan benefits of the Structural Dynamics
Research Corporation Tax Deferred Capital Accumulation Plan
(the "Plan") at December 31, 1997 and 1996, and the changes
in net assets available for plan benefits for the years then
ended, in conformity with generally accepted accounting
principles. These financial statements are the
responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards
which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The Fund
Information in the statement of net assets available for plan
benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan
benefits of each fund. Schedules I and II and the Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cincinnati, Ohio
May 29, 1998
1
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
December 31, 1997
<CAPTION>
Small
Company Equity Spectrum Stable Int'l. New Cap Science Int'l Spectrum
Stock Income Growth Balanced Value Stock Horizons Value & Techn. Bond Income Cash Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair value (Note
2):
Shares of
Registered
Investment Co.
T. Rowe Price $ -- $15,761 $7,726 $6,585 $7,315 $1,873 $5,309 $4,061 $4,970 $327 $1,590 $-- $ -- $55,517
Securities of
participating
employer 22,056 -- -- -- -- -- -- -- -- -- -- -- -- 22,056
Cash -- -- -- -- -- -- -- -- -- -- -- 2 -- 2
Participant loans -- -- -- -- -- -- -- -- -- -- -- -- 962 962
------ ------ ----- ----- ----- ------ ----- ------ ----- ---- ------ ---- ----- ------
Total
investments 22,056 15,761 7,726 6,585 7,315 1,873 5,309 4,061 4,970 327 1,590 2 962 78,537
------ ------- ----- ----- ----- ------- ----- ------ ------ ---- ------ ---- ---- ------
Receivables:
Employer
contributions 577 -- -- -- -- -- -- -- -- -- -- -- -- 577
Participant
contributions 73 125 80 67 55 42 74 68 98 10 22 -- -- 714
----- ---- ---- ----- ----- ---- ---- ----- ---- ---- --- ---- ----- -----
Total receivables 650 125 80 67 55 42 74 68 98 10 22 -- -- 1,291
----- ----- ---- ----- ----- ---- ----- ----- ---- ---- ---- ---- ----- -----
Assets available
for plan
benefits $22,706 $15,886 $7,806 $6,652 $7,370 $1,915 $5,383 $4,129 $5,068 $337 $1,612 $ 2 $962 $79,828
====== ====== ===== ===== ===== ===== ===== ===== ===== ==== ====== ==== ===== ======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Net Assets Available for Plan Benefits by Fund
(continued)
(Amounts in thousands)
December 31, 1996
<CAPTION>
Company Equity Spectrum Stable Int'l. New Cap Science Int'l Spectrum
Stock Income Growth Balanced Value Stock Horizons Value & Techn. Bond Income Cash Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at
fair value (Note
2):
Shares of
Registered
Investment Co.
T. Rowe Price $ -- $9,398 $5,850 $4,981 $7,309 $1,165 $3,292 $2,191 $3,715 $209 $809 $-- $ -- $38,919
Securities of
participating
employer 18,266 -- -- -- -- -- -- -- -- -- -- -- -- 18,266
Cash -- -- -- -- -- -- -- -- -- -- -- 20 -- 20
Participant
loans -- -- -- -- -- -- -- -- -- -- -- -- 722 722
------ ------ ---- ------ ------ ----- ----- ------ ----- ---- ---- ----- ----- -----
Total
investments 18,266 9,398 5,850 4,981 7,309 1,165 3,292 2,191 3,715 209 809 20 722 57,927
------ ------ ----- ----- ----- ----- ----- ----- ----- ---- --- ---- --- ------
Receivables:
Employer
contributions 453 -- -- -- -- -- -- -- -- -- -- -- -- 453
Participant
contributions 74 84 64 52 58 23 62 34 77 6 16 -- -- 550
------ ------ ---- ------ ----- ----- ---- ---- ---- ---- --- ---- --- -----
Total
receivables 527 84 64 52 58 23 62 34 77 6 16 -- -- 1,003
------- ------ ---- ------ ----- ----- ---- ---- ---- ---- --- ---- --- -----
Assets available
for plan
benefits $18,793 $9,482 $5,914 $5,033 $7,367 $1,188 $3,354 $2,225 $3,792 $215 $825 $20 $722 $58,930
====== ====== ====== ====== ====== ===== ===== ===== ===== ==== ==== === == =======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Changes in Net Assets Available For Plan Benefits
(Amounts in thousands)
December 31, 1997
<CAPTION>
Company Equity Spectrum Stable Int'l. New Cap Science Int'l Spectrum
Stock Income Growth Balanced Value Stock Horizons Value & Techn. Bond Income Cash Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning
Balance
01/01/97 $18,793 $ 9,482 $5,914 $5,033 $7,367 $1,188 $3,354 $2,225 $3,792 $215 $ 825 $ 20 $722 $58,930
Additions:
Investment
income:
Net
(depreciation)
appreciation in
fair value
of investments 2,770 1,648 293 741 -- (104) 355 529 (409) (21) 47 -- -- 5,849
Interest -- -- -- -- -- -- -- -- -- -- -- -- 71 71
Dividends -- 1,486 783 243 453 100 129 255 470 15 94 -- -- 4,028
----- ----- ----- ----- ----- ---- ---- ---- ----- --- ---- ---- --- -----
2,770 3,134 1,076 984 453 (4) 484 784 61 (6) 141 -- 71 9,948
----- ------ ------ ---- ---- ---- ---- ---- ----- --- ---- ---- --- ------
Contributions:
Participant 783 1,160 848 663 634 370 791 581 1,020 103 226 -- -- 7,179
Employer 1,921 -- -- -- -- -- -- -- -- -- -- -- -- 1,921
Rollovers 38 2,096 208 373 364 322 1,067 242 122 7 334 -- 42 5,215
----- ------ ---- ----- ---- ----- ------ ---- ---- ---- ----
2,742 3,256 1,056 1,036 998 692 1,858 823 1,142 110 560 42 14,315
----- ------ ----- ------- ---- ----- ----- ---- ----- ---- ----- ---- --- ------
Net additions 5,512 6,390 2,132 2,020 1,451 688 2,342 1,607 1,203 104 701 -- 113 24,263
----- ------ ----- ------- ----- ----- ----- ----- ----- ---- ----- ---- --- ------
Deductions:
Benefits
paid to
participants (757) (557) (302) (256) (763) (93) (165) (235) (172) (4) (61) -- -- (3,365)
Transfers (842) 571 62 (145) (685) 132 (148) 532 245 22 147 (18) 127 --
------ ------ ----- ---- ----- ---- ----- ----- ----- ---- ----- ----- --- ------
Net
Deductions (1,599) 14 (240) (401) (1,448) 39 (313) 297 73 18 86 (18) 127 (3,365)
------- ------ ---- ---- ----- ---- ----- ----- ----- ----- ------ ----- --- ------
Net
(decrease)
increase 3,913 6,404 1,892 1,619 3 727 2,029 1,904 1,276 122 787 (18) 240 20,898
------- ------ ----- ----- ---- ---- ----- ------ ----- ---- ---- ---- ---- -------
Net assets
available for
benefits:
Ending Balance
12/31/97 $22,706 $15,886 $7,806 $6,652 $7,370 $1,915 $5,383 $4,129 $5,068 $337 $1,612 $ 2 $962 $79,828
====== ====== ===== ===== ===== ===== ====== ====== ====== === ===== ===== === =======
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Changes in Net Assets Available For Plan Benefits (continued)
(Amounts in thousands)
December 31, 1996
<CAPTION>
Small
Company Equity Spectrum Stable Int'l. New Cap Science Int'l Spectrum Fixed
Stock Income Growth Balanced Value Stock Horizons Value & Techn. Bond Income Cash Loan Interest
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning
Balance
01/01/96 $27,630 $6,983 $4,425 $5,685 $ 223 $ 5 $ 12 $ 8 $ 18 $ 1 $ 4 $ 3 $284 $ 8,375 $53,656
Additions:
Investment
Income:
Net
(depreciation)
appreciation
in fair
value of
investments (7,946) 914 535 441 -- 61 39 213 (58) 3 (3) -- -- -- (5,801)
Interest -- -- -- -- -- -- -- -- -- -- -- -- 45 -- 45
Dividends -- 580 398 224 395 28 251 96 346 8 42 -- -- -- 2,368
------- ----- ---- ----- ---- ---- ----- ---- ---- ---- ---- ---- ---- ----- --------
(7,946) 1,494 933 665 395 89 290 309 288 11 39 -- 45 -- (3,388)
Contributions:
Participant 856 947 836 663 755 291 623 363 912 76 216 17 -- -- 6,555
Employer 2,176 -- -- -- -- -- -- -- -- -- -- -- -- -- 2,176
Rollovers 101 310 292 71 417 134 547 280 541 32 121 -- 59 -- 2,905
-------- ----- ---- ----- ---- ---- ----- ---- ---- ---- ---- ---- ---- ----- ------
3,133 1,257 1,128 734 1,172 425 1,170 643 1,453 108 337 17 59 -- 11,636
Net Aditions (4,813) 2,751 2,061 1,399 1,567 514 1,460 952 1,741 119 376 17 104 -- 8,248
Deductions:
Benefits
paid
to partici-
pants (1,288) (329) (393) (333) (546) (11) (53) (13) -- -- (1) -- -- -- (2,967)
Investment
expenses (2) (1) (1) (1) (1) -- -- (1) -- -- -- -- -- -- (7)
Transfers (2,734) 78 (178) (1,717) 6,124 680 1,935 1,279 2,033 95 446 -- 334 (8,375) --
------- ----- ---- ----- ---- ---- ----- ---- ---- ---- ---- ---- ---- ----- --------
Net
Deductions (4,024) (252) (572) (2,051) 5,577 669 1,882 1,265 2,033 95 445 -- 334 (8,375) (2,974)
Net
(decrease)
increase (8,837) 2,499 1,489 (652) 7,144 1,183 3,342 2,217 3,774 214 821 17 438 (8,375) (5,274)
Net assets
available
for benefits:
Ending
Balance
12/31/96 $18,793 $9,482 $5,914 $5,033 $7,367 $1,188 $3,354 $2,225 $3,792 $215 $825 $ 20 $772 $ -- $58,930
======= ====== ====== ====== ====== ====== ====== ====== ====== ==== ===== === ==== ======= =======
</TABLE>
<PAGE>
1) Description of Plan
The following description of the Structural Dynamics Research
Corporation Tax Deferred Capital Accumulation Plan (the
"Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all
salaried employees of the domestic divisions of Structural
Dynamics Research Corporation (the Company). It is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
(b) Contributions
A participant may make contributions to the Plan by
authorizing a reduction of their compensation (before-tax
contribution) of at least 1% up to a maximum of 15%. The
Company will reduce the participant's compensation by the
authorized percentage, subject to limits specified by the
Plan. A participant may also make voluntary contributions
to the plan of rollover amounts from other benefit plans.
The Company may provide a matching contribution equal to
50% of the participant's contribution (excluding
rollovers), up to 6% of the participant's compensation.
The Company's matching contribution, if any, may take the
form of either Company Common Stock or cash. Participants
other than officers can redirect the Company's accumulated
matching contribution into other investment options offered
under the Plan. Annually, the Board of Directors vote on
the Company's quarterly matching contribution amount, if
any.
The Company may elect to make additional discretionary
contributions. Such contributions shall be allocated to
the account of each participant in an amount equal to the
ratio of the employee's annual salary to the total annual
salaries paid to all participants. Participants other
than officers can redirect the Company's discretionary
contributions into other investment options offered under
the Plan. In 1997 and 1996, no discretionary contributions
were made.
(c) Participant Accounts
Each participant's account is credited with the
participant's contribution and allocation of the Company's
contribution and Plan earnings. Earnings of each
investment fund are allocated among the accounts of all
participants in each fund in the ratio each participant's
account bears to the total account balance. The benefit to
which a participant is entitled is the benefit that can be
provided from the participant's vested account.
6
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(d) Vesting
Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. One hundred
percent vesting in the Company contributions occurs after
three years of continuous service. Forfeitures of Company
contributions by participants when they terminate before
becoming vested are used to reduce future Company
contributions. At December 31, 1997 and 1996, forfeited
nonvested accounts totaled $36 and $143, respectively.
During 1997 and 1996, employer contributions were not
reduced from forfeited nonvested accounts.
(e) Investment Options
The participants direct employee and employer
contributions in any of the following funds:
-- Company Stock Fund
Invests in the Company's Common Stock.
-- Equity Income Fund
Portfolio of the common stocks of major
corporations and cash reserves.
-- Balanced Fund
Portfolio of U.S. Government securities, the
common stocks of major corporations and cash reserves.
-- Stable Value Fund
Portfolio of investment contracts issued by insurance
companies and banks.
-- International Stock Fund
Portfolio of common stocks of major foreign companies.
-- New Horizons Fund
Portfolio of common stocks of growing companies.
-- Small-Cap Value Fund
Portfolio of common stocks of undervalued small
companies.
-- Science and Technology Fund
Portfolio of common stocks of companies in the
computer, electronics, biotechnology and chemical
industries.
-- International Bond Fund
Portfolio of government and corporate bonds issued
overseas.
-- Spectrum Income Fund
Portfolio of mutual funds including domestic and
international bond funds, money funds and income-
oriented stock funds.
-- Spectrum Growth Fund
Portfolio of mutual funds including domestic and
international stock funds.
7
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(f) Payment of Benefits
Participants' accounts are distributable upon
termination of employment. Participants may also make
withdrawals in the case of financial hardship (as
determined by the Plan Administrator).
Amounts allocated to accounts of persons who have
withdrawn from participation in the earnings and operations
of the Plan were approximately $97 and $0 at December 31,
1997 and 1996, respectively, and have been included as a
component of assets available for plan benefits. The Plan
is required to file a Form 5500 with the Internal Revenue
Service which reflects benefits payable as a liability and,
accordingly, a deduction from assets available for plan
benefits.
(g)Loans
The Plan allows participants to borrow a minimum of $1 up
to a maximum equal to the lesser of $50 or 50% of their
interest in all funds other than the Company Stock Fund,
within certain limitations and upon approval by the Plan
Administrator. Loan transactions are treated as a transfer
to (from) the investment options of the Plan from (to) the
Loan Fund. Loan terms range from 1 - 5 years or up to 15
years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and
bear interest at 2% over the prime rate on the first day of
the month preceding the effective date of the loan. The
interest rate is fixed for the entire repayment period.
Principal and interest is paid ratably through monthly
payroll deductions.
(h)Trust Agreement
The trustee of the plan is T. Rowe Price Trust Company (T.
Rowe). T. Rowe invests and holds all contributions made by
the Plan Administrator and allocates the amounts among the
funds as directed by the individual participants.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.
(b)Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
8
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(c) Investments and Income Recognition
Money market accounts are valued at cost, which
approximates fair value. All other investments are
recorded at fair value based on quotations obtained from
national securities exchanges as of the end of the year.
Participant loans are recorded at the unpaid principal
balances of the individual loans.
Purchases and sales of investments are recorded on the
trade date. Gains or losses on the sale of investments
are calculated on the specific identification method.
Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
(d) Contributions
Employee contributions are recorded in the period in
which the Company makes payroll deductions from the Plan
participants' earnings.
(e) Expenses
Certain administrative fees of the Plan are paid by
the Company. Investment expenses are paid by the Plan and
are deducted from investment income.
(f) Payment of Benefits
Benefits are recorded when paid.
(g) Reclassifications
Certain amounts in the 1996 financial statements have
been reclassified to conform with the 1997 presentation.
(3) Benefit Obligations
Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows:
December 31,
1997 1996
Company Stock Fund $ 1 $ --
Equity Income Fund 22 --
Balanced Fund -- --
Stable Value Fund -- --
International Stock Fund 18 --
New Horizons Fund 19 --
Small-Cap Value Fund -- --
Science & Technology Fund 18 --
International Bond Fund -- --
Spectrum Income Fund 19 --
Spectrum Growth Fund -- --
----- -----
$ 97 --
===== =====
These amounts are reflected as liabilities in the Plan's
Form 5500.
9
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements (continued)
(Amounts in thousands)
(4) Investments
During 1997 and 1996, the Plan's investments (including
investments bought, sold, and held during the year)
appreciated/(depreciated) in value by $5,849 and $(5,801),
respectively, as follows:
December 31,
1997 1996
Securities of participating employer $ 2,770 ($7,946)
Mutual funds 3,079 2,145
Net change in fair value $ 5,849 ($5,801)
(5)Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
(6)Tax Status
The Plan obtained its latest determination letter on June 3,
1996, in which the Internal Revenue Service advised the
Company that the Plan, including the amendments adopted on
December 31, 1993 and October 1, 1995, was in compliance with
the applicable requirements of the Internal Revenue Code and
its underlying trust is tax exempt as of the financial
statement date.
10
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
Schedule of Assets Held For Investment Purposes - Form 5500 Item 27
(a)
Schedule I
Cost Fair Value
* SDRC Common Stock $13,716,818 $22,056,285
* T. Rowe Price:
Equity Income Fund 13,231,929 15,761,036
Spectrum Growth Fund 7,079,070 7,725,855
Balanced Fund 5,498,632 6,585,026
Stable Value Fund 7,315,029 7,315,029
International Stock Fund 1,936,300 1,873,306
New Horizons Fund 4,968,666 5,308,892
Small-Cap Value Fund 3,420,559 4,060,537
Science and Technology Fund 5,470,837 4,969,629
International Bond Fund 344,579 327,294
Spectrum Income Fund 1,545,542 1,590,344
Cash Fund 1,543 1,543
Participants' Loans 962,298 962,298
------------ ---------
Total $65,491,802 $78,537,074
=========== ==========
* Denotes party-in-interest
<PAGE>
<TABLE>
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
Schedule of Reportable Transactions - Form 5500 Item 27 (d)
Schedule II
<CAPTION>
Current
Identity of Description Number Cost of value on
Party involved of of Purchase Selling asset transac- Net gain
investment transac- price price sold tion date
tions
<S> <C> <C> <C> <C> <C> <C> <C>
T. Rowe Price
Company Stock Stock 73 4,308,958 4,308,958
Fund Fund 119 3,290,048 2,166,444 3,290,048 1,123,604
Equity Income Mutual 106 5,750,471 5,750,471
Fund Fund 72 1,035,330 887,687 1,035,330 147,643
Stable Value Mutual 78 3,027,984 3,027,984
Fund Fund 103 3,021,898 3,021,898 3,021,898 0
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrators have duly caused this annual report to be
signed on behalf of the undersigned hereunto duly authorized.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
TAX DEFERRED CAPITAL ACCUMULATION PLAN
By: /s/ Bryan M. Valentine Date: 6/18/98
Bryan M. Valentine
By: /s/ Jeffrey J. Vorholt Date: 6/18/98
Jeffrey J. Vorholt
Vice President, Chief Financial Officer and Treasurer
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No.
33-22136) of Structural Dynamics Research Corporation of our
report dated May 29, 1998 appearing on page 1 of
the Annual Report of the Structural Dynamics Research
Corporation Tax Deferred Capital Accumulation Plan on Form 11-K
for the year ended December 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Cincinnati, Ohio
June 23, 1998
