SCHEDULE 14A

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Check the appropriate box:

Structural Dynamics Research Corporation

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	(1)	Title of each class of securities to which transaction applies:
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[   ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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STRUCTURAL DYNAMICS RESEARCH CORPORATION

2000 Eastman Drive

MAY 4, 2000

TO THE SHAREHOLDERS OF STRUCTURAL DYNAMICS RESEARCH CORPORATION:

      We will hold the Annual Meeting of the Shareholders of Structural Dynamics Research Corporation on May 4, 2000 at 2:00 P.M. at the Company’s offices, 2000 Eastman Drive, Milford, Ohio 45150, for the purpose of considering and acting on the following:

	1.	Election of four Class I directors to serve until the 2002 Annual Meeting.
	2.	Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company for 2000.
	3.	Transaction of such other business as may properly come before the meeting or any adjournment thereof.

      Shareholders of record at the close of business on March 17, 2000 will be entitled to vote at the meeting.

	By Order of the Board of Directors
	/s/ John A. Mongelluzzo
	John A. Mongelluzzo
	Secretary

March 31, 2000

IMPORTANT

      A proxy statement and proxy are submitted herewith. As a shareholder, you are urged to complete and mail the proxy promptly whether or not you plan to attend this Annual Meeting in person. The enclosed envelope for return of proxy requires no postage if mailed in the U.S.A. Shareholders attending the meeting may personally vote on all matters which are considered in which event their signed proxies are revoked. It is important that your shares be voted. In order to avoid the additional expense to the Company of further solicitation, we ask your cooperation in mailing your proxy promptly.

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STRUCTURAL DYNAMICS RESEARCH CORPORATION

2000 Eastman Drive

       The enclosed form of proxy is being solicited on behalf of the Board of Directors of Structural Dynamics Research Corporation (also referred to as “SDRC” or the “Company”) for the Annual Meeting of Shareholders to be held on May 4, 2000. Each of the 36,650,137 shares of Common Stock outstanding on March 17, 2000, the record date of the meeting, is entitled to one vote on all matters coming before the meeting. Only shareholders of record on the books of the Company at the close of business on March 17, 2000 will be entitled to vote at the meeting either in person or by proxy. The Company has hired Morrow & Co., Inc. to assist it in soliciting proxies. This Proxy Statement is being mailed to shareholders on or about March 31, 2000.

      The shares represented by all properly executed proxies which are sent to the Company will be voted as designated and each not designated will be voted affirmatively. Each person granting a proxy may revoke it by giving notice to the Company’s Secretary in writing or in open meeting at any time before it is voted. Proxies will be solicited principally by mail, but may also be solicited by directors, officers and other regular employees of the Company who will receive no compensation therefor in addition to their regular salaries. Brokers and others who hold stock in trust will be asked to send proxy materials to the beneficial owners of the stock, and the Company will reimburse them for their expenses. The expense of soliciting proxies will be borne by the Company.

      The Annual Report of the Company for the fiscal year ended December 31, 1999 is enclosed with this Proxy Statement.

      The Company’s Board of Directors is comprised of two classes, Class I and Class II, each consisting of four directors with no vacancies. At this Annual Meeting, the four directors of Class I are to be elected to hold office until the 2002 Annual Meeting of Shareholders. It is the intention of the individuals named in the proxy to vote for the election of only the four nominees designated for Class I directorships. Only the maximum of four Class I directors may be elected. The Company is not currently aware of any potential candidates who may be nominated at or prior to the meeting, and in no event will the proxies solicited hereby be voted for other than the four nominees designated for Class I directorships.

      The nominees, William P. Conlin, Maurice F. Holmes, Bannus B. Hudson, and Arthur B. Sims are currently serving as members of the Board of Directors. While management has no reason to believe that any of the nominees will, prior to the date of the meeting, refuse or be unable to accept the nominations, should any nominee so refuse or become unable to accept, the proxies will be voted for the election of such substitute nominee, if any, as may be recommended by the Board of Directors. Nominees receiving the four highest totals of votes cast in the election will be elected as directors. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the four nominees specified above unless otherwise instructed by the shareholders. Abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted and will have no effect on the outcome of the election.

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      Information with respect to each of the four nominees is as follows:

CLASS I DIRECTORS

      WILLIAM P. CONLIN, Lead Director since October, 1996 and Chairman of the Board of the Company from February, 1995 to October, 1996. Mr. Conlin served as President of CalComp, Inc., a subsidiary of Lockheed Corporation, from 1983 to 1993. Mr. Conlin currently serves as a director of Syntellect Incorporated. Mr. Conlin is 66 years of age and has been a director of the Company since April, 1993.

      MAURICE F. HOLMES, joined the Massachusetts Institute of Technology in January of 1999 as a Professor of the Practice of Management and Engineering Systems. He holds a dual professorship with both the Sloan School of Management and the School of Engineering. Prior to this appointment, Mr. Holmes was Corporate Vice President and the Chief Engineer of Xerox Corporation where he held a variety of senior management assignments in research, technology, product development and general management. He currently serves on the Board of Directors of CVC, Incorporated; the Optical Dynamics Corporation; and Storage Technology Corporation. In addition he serves on the Board of Trustees for the Rochester Institute of Technology. Mr. Holmes is 56 years of age and has been a director of the Company since March, 2000.

      BANNUS B. HUDSON, is currently Chairman, President and Chief Executive Officer of Beverages & More, Inc. (the country’s second largest beverage retailer) and formerly served as President and Chief Executive Officer of Equity Enterprises, Inc., a strategic consulting firm. Prior to that, he served as President and Chief Executive Officer of The United States Shoe Corporation, having served in such capacities for more than five years, until May, 1995. Mr. Hudson is also a director of Ohio National Financial Services and U.S. Biomaterials Corporation. Mr. Hudson is 54 years of age and has been a director of the Company since June, 1995.

      ARTHUR B. SIMS, retired Chief Executive Officer and Chairman of the Board of 3D Systems Corporation (developer, manufacturer and marketer of rapid prototyping systems) having served in that capacity since August, 1993 until his retirement in 1999. Mr. Sims is 62 years of age and has been a director of the Company since July, 1995.

      The following sets forth similar information with respect to incumbent directors in Class II of the Board of Directors who are not nominees for election at this Annual Meeting of Shareholders:

CLASS II DIRECTORS

      WILLIAM J. WEYAND, Chairman of the Board, President and Chief Executive Officer of the Company since February, 1998. Prior to joining the Company in June, 1997 as its President and Chief Executive Officer, Mr. Weyand served as Executive Vice President of Measurex Corporation (a world leader in the process control industry and Computer Integrated Manufacturing (CIM)). Mr. Weyand currently serves as a director of the Institute of Advanced Manufacturing Sciences. Mr. Weyand is 55 years of age and has been a director of the Company since June, 1997.

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      JAMES W. NETHERCOTT, retired Senior Vice President, chief financial officer and a director of The Procter & Gamble Company (a diversified consumer products manufacturer), having served in all three capacities from 1979 until his retirement in 1991. Mr. Nethercott is 72 years of age and has been a director of the Company since February, 1995.

      JOHN E. McDOWELL, of counsel with the Cincinnati law firm of Dinsmore & Shohl LLP, counsel to the Company since its inception. Mr. McDowell also served as Secretary of the Company from 1967 until 1983. Mr. McDowell is 72 years of age and has been a director of the Company since October, 1967.

      GILBERT R. WHITAKER, JR., is currently Dean and H. Joe Nelson, III Professor of Business Economics, Jesse H. Jones Graduate School of Management, Rice University. Prior to that, he served as Professor of Business Economics, University of Michigan from 1979 until June, 1997 and served as Provost and Executive Vice President for Academic Affairs, University of Michigan from 1990 to 1995. Dr. Whitaker also served as Dean of the School of Business Administration, University of Michigan from 1979 to 1990. Dr. Whitaker currently serves as a director of Johnson Controls, Inc. and Lincoln National Corporation. Dr. Whitaker is 68 years of age and has been a director of the Company since July, 1988.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

      In the fiscal year ended December 31, 1999, the Board of Directors met on ten occasions. Each incumbent director during the last fiscal year attended 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which he has been a director) and (ii) the total number of meetings held by all committees of the Board on which he served (during the periods that he served).

      The Board’s committee structure is governed by formal Board of Directors Guidelines on Corporate Governance Issues (the “Corporate Governance Guidelines”) which include written charters for each committee. Among other provisions, the Corporate Governance Guidelines specify that only outside directors may serve on the committees. Information regarding the committees is set forth below.

      The Company has an Audit Committee of the Board of Directors, which held 12 meetings during 1999. The Audit Committee recommends to the entire Board of Directors the independent auditors to be retained by the Company, consults with the independent auditors with respect to their audit plans, reviews the independent auditors’ audit report and any management letters issued by the auditors, consults with management and the independent auditors with regard to financial reporting prior to public disclosure, and consults with the independent auditors with regard to the adequacy of internal controls. The present members of the Audit Committee are Messrs. Nethercott (Chairman), Conlin and McDowell.

      The Company has a Compensation Committee of the Board of Directors, which held three meetings during 1999. The Compensation Committee recommends to the entire Board of Directors the compensation arrangements for the Chief Executive Officer, determines the compensation of the corporate officers of the Company, administers the Company’s stock option plans, and reviews proposed changes in management organization. The present members of the Compensation Committee are Messrs. Hudson (Chairman) and Conlin and Dr. Whitaker.

      The Board of Directors has a Nominating and Director Affairs Committee, which held two meetings during 1999. The functions of this Committee are to recommend corporate governance policies, to lead

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EXECUTIVE COMPENSATION

Summary

      The following table is a summary of certain information concerning the compensation awarded or paid to, or earned by, the Company’s chief executive officer, each of the Company’s other four most highly compensated executive officers (the “named executives”) who held office as of the end of 1999, and during each of the last three fiscal years:

SUMMARY COMPENSATION TABLE

(1)	Amounts shown consist of cash bonuses earned under the Company’s Executive Incentive Compensation Plan with respect to the Company’s performance in the reported year but which were actually paid out in the subsequent year.

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(2)	All amounts shown include amounts contributed by the Company pursuant to the Company’s Tax Deferred Capital Accumulation (401(k)) Plan and, for 1998 and 1999, its related Supplemental Retirement Plan, except in the case of Mr. Weyand who did not participate prior to the year 1998. Participants in the Company’s plans may elect to reduce their salaries by no less than 1% per month and no greater than 16% per year and to have such amount contributed to their accounts in this plan. They may also make other voluntary contributions from time to time. With respect to any fiscal year, the Company may elect to partially match employee contributions. Such matching contributions may be either in cash or in shares of the Company’s Common Stock. The Company elected to make such contributions for all the years shown. The Company’s contributions were made in the form of Common Stock. Amounts in this plan become available for payout upon termination or retirement only.
(3)	Includes for 1999 and 1998, $4,800 and $4,800 representing the Company’s 401(k) plan contributions and $21,386 and $9,792, representing the Company’s Supplemental Retirement Plan contributions. Also includes, for 1999, 1998 and 1997, respectively, $2,878, $2,333 and $1,166 which were term life insurance premiums paid by the Company for insurance benefitting the named executive and includes, for 1999, 1998 and 1997, $134,122, $186,661 and $110,491 in payment of costs associated with Mr. Weyand’s relocation to Cincinnati, Ohio from Atlanta, Georgia. See “Executive Compensation — Employment Agreement.”
(4)	Includes, for 1999, 1998 and 1997, respectively, $3,850, $4,800 and $4,750, representing the Company’s 401(k) plan contributions and for 1999 and 1998 $2,200 and $3,050 representing the Company’s Supplemental Retirement Plan contributions. Also includes, for 1999, 1998 and 1997, $29, $728 and $647 which was term life insurance premiums paid by the Company for insurance benefitting the named executive.
(5)	Includes, for 1999, 1998, and 1997, respectively, $3,586, $4,171 and $4,750, representing the Company’s 401(k) plan contributions, and for 1999 and 1998 $5,008 and $4,842 representing the Company’s Supplemental Retirement Plan contributions. Also includes for 1999, 1998 and 1997, $25, $185, and $169, which were term life insurance premiums paid by the Company for insurance benefitting the named executive.
(6)	Includes, for 1999, 1998, and 1997, respectively, $4,800, $4,800, $4,750 representing the Company’s 401(k) plan contributions, and for 1999 and 1998 $2,500 and $3,500 representing the Company’s Supplemental Retirement Plan contributions. Also includes for 1999, 1998 and 1997, $968, $1,235, and $700, which were term life insurance premiums paid by the Company for insurance benefitting the named executive.

Stock Options

      The following table sets forth information regarding stock options granted to the named executives during 1999:

OPTION GRANTS IN LAST FISCAL YEAR

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(1)	Generally, all such options first become exercisable as to 33% of the shares covered after the end of the first year after the date of grant, as to 67% of the shares covered after the end of two years, and are exercisable in full after the end of three years. The option exercise price, generally, is not adjustable over the 10-year term of the options except due to stock splits and similar occurrences affecting all outstanding stock. However, in the case of options to purchase 350,000 shares held by Mr. Weyand which relate to an option grant negotiated at the time Mr.  Weyand became employed by the Company, vesting occurs with respect to 50,000 shares per year commencing on May 25, 1999 and extending through May 25, 2005.
(2)	The percentage shown in the prior table reflects the ratio of the total options granted to the named person during the fiscal year over the total options granted to all employees during the fiscal year.

     The following table sets forth information regarding stock options exercised by the named executives during 1999 and the value of unexercised in-the-money options held by the named parties as of December 31, 1999:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

Compensation of Directors

      During the year ended December 31, 1999, the Company’s outside directors who chaired a Board committee received compensation of $35,000 per year and all other outside directors received $30,000 per year. In 1999, the Lead Director, a non-executive position, received an additional $5,000 per month. The Company does not additionally compensate employee directors. All directors are reimbursed for all expenses incurred in connection with attendance at meetings of the Board and the performance of Board duties.

      Outside directors are eligible to participate in the Company’s Non-qualified Unfunded Deferred Compensation Plan for Outside Directors (the “Deferred Compensation Plan”). Participants in the Deferred Compensation Plan may elect to have payment of up to 100% of their cash director’s compensation (in 25% increments) deferred and held in either a stock equivalent account which will be valued based on the market price of the Company’s Common Stock or an interest-bearing account which will accrue interest at a bank prime rate as it may vary from time to time. Elections must be made on an annual basis in advance and once made are irrevocable.

      In addition, outside directors currently receive stock options under the 1996 Directors’ Non- Discretionary Stock Plan (the “Directors’ Plan”). The Directors’ Plan provides that upon their initial election or appointment, non-employee directors are automatically issued options to purchase 10,000 shares of the Company’s Common Stock and that at every annual organizational meeting of directors each then-serving director will receive an additional option to purchase 10,000 shares. All options granted under the Directors’ Plan have a five year term and an exercise price equal to 100% of the fair market value of

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      The Directors’ Plan also permits directors, in advance on an annual basis, to elect to receive all or a specified percentage of their annual cash compensation in the form of Common Stock rather than cash. The Board of Directors has formally adopted director stock ownership guidelines under which directors are expected to achieve and maintain significant levels of Common Stock ownership which the Directors’ Plan is designed to facilitate.

Employment Agreements

      On June 19, 1997, the Company entered into an employment agreement with William J. Weyand pursuant to which Mr. Weyand agreed to become employed by the Company as its President and Chief Executive Officer. The agreement provides for an annual base salary of at least $400,000 and further provides that Mr. Weyand is eligible to earn performance-based incentive compensation of up to 120% of his annual salary in accordance with the Company’s Executive Incentive Compensation Plan. The Company also agreed to pay certain expenses incurred in connection with Mr. Weyand’s relocation to Cincinnati, Ohio from Atlanta, Georgia.

      The initial term of the agreement runs through December 31, 2000 and will be automatically extended through December 31, 2002 unless either party notifies the other on or before July 1, 2000 that the agreement will terminate on December 31, 2000. If the Company exercises its right to terminate the agreement as of December 31, 2000, Mr. Weyand will be entitled to a termination payment equal to his then current annual salary plus the amount of his annual bonus for the fiscal year preceding the year of termination. If the Company terminates the agreement without cause at any other time, Mr. Weyand will be entitled to a termination payment equal to the greater of (i) his then current annual salary plus his annual bonus for the fiscal year preceding the year of termination multiplied by the number of years or fractional years remaining in the initial term of the agreement, or (ii) 100% of his then current annual salary plus his annual bonus for the fiscal year preceding the year of termination. Mr. Weyand is also a party to the Company’s standard severance compensation agreement (described below) which would provide for certain severance benefits in the event of termination following a change in control. Any such benefits would be in lieu of and not in addition to severance payments under the employment agreement.

Severance Compensation Agreements

      In order to minimize distraction in circumstances arising from a change in control, the Company has entered into severance compensation agreements with each of the named executives, as well as other officers of the Company, which provide for the payment of severance compensation in the event the employment of the named executive or other officer is terminated by the Company within two years following a change in control of the Company other than due to death or disability or for cause, or if the executive terminates his or her employment for “good reason.” Good reason is defined in detail in the agreements and generally exists if there is a material change in the terms and conditions of the executive’s employment. The severance benefits payable under these agreements are equal to 250% of the sum of the executive’s current base salary and annual bonus target.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      The Compensation Committee of the Board of Directors of the Company has furnished the following report on executive compensation:

Overview and Philosophy

      The Compensation Committee of the Board of Directors (the “Compensation Committee”) is comprised of three non-employee directors of the Company. No member of the Compensation Committee has any insider or interlocking relationship with the Company, as these terms are defined in applicable rules and regulations of the Securities and Exchange Commission. The Compensation Committee is responsible for developing and recommending the Company’s executive compensation principles, policies and programs to the Board of Directors. In addition, the Compensation Committee recommends to the Board of Directors on an annual basis the compensation to be paid to the Chief Executive Officer and, with advice from the Chief Executive Officer, determines the amount paid to each of the other executive officers of the Company, including the named executives.

      The Compensation Committee works with an outside compensation consultant and supports its compensation decisions through analysis of published surveys and special studies undertaken periodically.

      The Company’s compensation programs are designed to provide its executive officers with market competitive salaries and the opportunity to earn incentive compensation related to performance expectations identified by the Board. The objectives of the Company’s executive compensation program as developed by the Compensation Committee are to:

	•	Provide a direct link between executive officer compensation and the interests of the Company’s shareholders by making a significant portion of executive officer compensation dependent upon the financial performance of the Company and the price performance of the Company’s Common Stock.
	•	Support the achievement of the Company’s annual and long-term goals and objectives as determined annually by the Board.
	•	Establish base salaries targeted at a median level for comparable positions within a comparison group of companies, with incentive opportunities designed to pay total compensation well above average for outstanding Company performance.
	•	Provide opportunities for equity ownership based on competitive levels, corporate/segment performance, share price performance, and share dilution considerations.
	•	Achieve and maintain desired levels of Common Stock ownership within the executive officer group; desired levels of Common Stock ownership are amounts valued at three times the salary level for the Chief Executive Officer and two times or one time the salary level for other executive officers of the Company. The Company’s stock incentive plans are designed to provide opportunities for ownership through retention of shares obtained through the exercise of options.
	•	Provide compensation plans and arrangements that encourage the retention of better- performing executives.

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      The Compensation Committee’s executive compensation policies seek to provide an opportunity for compensation, that varies with performance, which compares favorably to levels provided to executives within a comparative group of companies engaged in high technology businesses. These companies are generally either competitive with or complementary to the Company’s business and are generally of comparable size, business characteristics and complexity (the “Comparative Group”). All of the companies in the Comparative Group whose shares are traded on the Nasdaq National Market are included in the Nasdaq Computer and Data Processing Services Stocks Index (see “Executive Compensation—Financial Performance”). The Comparative Group also includes certain companies whose shares are traded on other exchanges, and are therefore not included in such index, but are nevertheless considered to be comparable to the Company for this purpose.

      The Compensation Committee developed an executive compensation strategy which targets total direct compensation (base salary plus annual incentives plus long-term incentives) at competitive levels compared to the Comparative Group in a manner which directly links the interests of the Company’s executives and its shareholders and focuses executives on sustainable long-term growth. Individual compensation levels recommended by the Compensation Committee may vary significantly among the Company’s executive officers and from year to year, because such levels may also be based in major part on annual and long-term corporate performance, as well as on individual performance. The Compensation Committee assigns more weight to long-term corporate performance for higher level executives and more weight to annual corporate and individual performance for lower level executives in determining the compensation level of any individual executive officer.

Compensation of Executive Officers

      The compensation of executive officers of the Company includes (i) base salary, (ii) annual incentive cash bonuses, and (iii) long-term incentive compensation currently in the form of stock options. Bonuses and stock options (collectively, “Incentive Compensation”) may represent between one-third and two-thirds of an executive officer’s potential annual compensation, depending upon the position. In general, the proportion of an executive officer’s compensation that is Incentive Compensation increases with the level of responsibility of the officer. Executive officers also receive various benefits generally available to all employees of the Company, such as 401(k) and medical plans.

Base Salaries

      The Compensation Committee seeks to set base salaries for the Company’s executive officers at levels which are competitive with median levels for executives with similar roles and responsibilities within the Comparative Group. In setting annual salaries for individuals, the Compensation Committee first considers the compensation paid for similar positions within the Comparative Group and the executive’s experience, level and scope of responsibility as a benchmark reference. It then considers individual performance of the executive measured against expectations in developing its salary increase recommendations. Based on these principles, salary increases were not granted to named executives in 1999.

Annual Incentive Bonuses

      Working with an outside compensation consultant and analyzing the total executive compensation components of the Comparative Group, the Compensation Committee has developed an Executive Incentive Compensation Plan (“EIC Plan”). Under the EIC Plan, the Compensation Committee recom-

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      Each year the Board establishes three levels of achievement for EIC Plan performance goals — threshold, target and outstanding. Generally, at performance levels below the threshold, no bonuses are payable unless otherwise approved by the Compensation Committee. The target bonus pool is determined by the sum of individual participants’ awards at target performance levels. Individual bonuses at target may range from 10% to 60% of base annual salary at target. Upon reaching the threshold performance goals, a participant will be eligible for up to 50% of his or her target bonus. Actual bonus payments will be interpolated between threshold (50%), target (100%) and outstanding (150% -200%) and will not exceed 200% of the target bonus.

      In February, 1999, the Board of Directors, following the recommendations of the Compensation Committee, determined that no bonuses based on 1998 performance should be paid, as the full year threshold performance level had not been met. However, the Board did establish a special bonus pool, equal in amount to the 1998 threshold level bonus pool that had been foregone, which could be earned by the Company’s employees, including the named executives, when and as certain specific corporate performance goals were met during 1999. By mid-1999, the Board determined that levels of corporate performance had been achieved which merited payment of the special bonus to the Company’s employees, including the named executives.

      Applying the basic principles of the EIC Plan to overall 1999 Company and individual annual performances, at its February, 2000 meeting the Board of Directors approved, based on the recommendation of the Compensation Committee, bonuses for the then-serving named executives and other executive officers representing a level of performance in 1999 below threshold. (See “Executive Compensation — Summary Compensation Table.”)

Option Grants

      The Company’s stock incentive plans authorize the Compensation Committee to award stock options and restricted stock to executive officers and other key employees. Stock option grants are designed to align the long-term interests of the Company’s key employees with those of its shareholders by directly linking compensation to shareholder interest, as well as enabling key employees to develop and maintain significant long-term equity ownership positions.

      The number of options granted to an executive officer is a function of grants for similar positions made by the companies within the Comparative Group and the executive’s level of responsibility. Variance from these numbers is based upon the Compensation Committee’s reasoned expectation of the executive’s future contribution to the Company. Generally, the Compensation Committee grants non-statutory options during each fiscal year at an exercise price equal to the fair market value of Company Common Stock on the date of grant. Option grants are designed to enable executive officers to achieve and maintain the stock ownership guidelines established for executive officers over a five year period of time. The Compensation Committee recommended option grants for 1999 in accordance with this general practice, as indicated in the Summary Compensation Table.

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Chief Executive Officer Compensation

      The compensation of the Company’s Chief Executive Officer is determined utilizing the same methodology that is applied to all other executive officers as described above. Mr. Weyand’s 1999 incentive compensation was determined applying the same principles utilized in determining incentive compensation for other executive officers. Accordingly, Mr. Weyand received a $127,500 bonus from the special mid-year bonus pool described above based on the Company’s performance in the first half of 1999. In addition, the Committee recommended and the Board of Directors approved, an executive bonus to Mr. Weyand for 1999 of $85,638 representing a level of performance in 1999 below threshold. The Committee recommended, and the Board of Directors approved, an annual stock option to Mr. Weyand of 110,000 shares for the year 1999. This option grant was at the lower end of the range of possible option grant amounts previously established by the Committee.

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FINANCIAL PERFORMANCE

      The following graph summarizes the cumulative return on $100 invested in the Company’s Common Stock, the S&P 500 Stock Index and the Nasdaq Computer and Data Processing Services Stocks Index over a five year period as calculated by the Center for Research in Security Prices at the University of Chicago.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

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SECURITY OWNERSHIP OF

Certain Beneficial Owners

      Under Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder, a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. Such beneficial owner under this definition need not enjoy the economic benefit of such securities. The following shareholders are known by the Company to be the beneficial owners of 5% or more of the Company’s Common Stock as of December 31, 1999:

(1)	The information in the above table and in this footnote was obtained from a Schedule 13G filed by such shareholders. Such shareholder has the sole power to vote and to direct the disposition of such shares.
(2)	The information in the above table and in this footnote was obtained from a Schedule 13G filed by such shareholders according to the 13G filing, such shareholder has the sole power to vote 1,711,053 of such shares and the shared power to vote 130,100 of such shares. The type of voting power held with respect to the other shares listed above is not specified in the Schedule 13G. The shareholder has the sole power to direct the disposition of 1,870,713 such shares and the shared power to direct the disposition of 271,000 such shares.

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Management

      The following table sets forth the beneficial ownership of the Company’s Common Stock by its directors, the named executives, and all directors and executive officers as a group:

(1)	All the information in the above table is shown as of March 17, 2000. The persons and entities named in the above table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in other footnotes to this table. For purposes of this table, stock options are considered to be currently exercisable if by their terms they may be exercised as of March 17, 2000 or if they become exercisable within 60 days thereafter.
(2)	These percentages assume the exercise of certain currently exercisable stock options, which options have not in fact been exercised.
(3)	Includes 68,720 shares held of record or beneficially by Mr. Weyand; 10,000 shares held of record by Mr. Weyand’s wife; and 119,300 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(4)	Includes 16,000 shares held of record or beneficially by Mr. Conlin and 40,000 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(5)	Includes 12,500 shares held of record by Mr. Hudson and 53,973 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(6)	Includes 18,385 shares held of record by Mr. McDowell; 32,400 shares held of record by Mr. McDowell’s wife (including 1,800 shares held in trust for the benefit of their grandchildren); and 40,000 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.

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(7)	Includes 16,000 shares held of record by Mr. Nethercott and 41,589 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(8)	Includes 6,253 shares held of record or beneficially by Mr. Sims and 37,480 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(9)	Includes 14,400 shares held of record by Dr. Whitaker and 50,000 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(10)	Includes 23,100 shares which are issuable to Mr. Gascoigne upon exercise of currently exercisable, but unexercised stock options.
(11)	Includes 5,814 shares held of record or beneficially by Mr. Goldstein and 106,450 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(12)	Includes 6,532 shares held of record or beneficially by Mr. Mongelluzzo, 8 shares held in trust for his children and 108,380 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(13)	Includes 15,272 shares held of record or beneficially by Mr. Vorholt and 35,310 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.
(14)	Includes a total of 706,392 shares which are issuable upon the exercise of currently exercisable, but unexercised stock options.

ELECTION OF AUDITORS

      The accounting firm of PricewaterhouseCoopers LLP is presently serving as the Company’s independent accounting firm as recommended by the Audit Committee and approved by the Board. PricewaterhouseCoopers LLP also served as the Company’s independent auditors with respect to the Company’s financial statements for the fiscal year ended December 31, 1999. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. The affirmative vote of a majority of the Company’s Common Stock present in person or by proxy at the Annual Meeting and entitled to vote is required to adopt the resolution. Action by shareholders is not required by law in the appointment of independent auditors, but their appointment is submitted by the Board of Directors in order to give the shareholders a voice in the selection of auditors. If the resolution is rejected by the shareholders, the Board of Directors will reconsider its choice of PricewaterhouseCoopers LLP as the Company’s independent auditors. Proxies in the form solicited hereby which are returned to the Company will be voted in favor of the resolution unless otherwise instructed by the shareholders. Abstentions will have the same effect as votes cast against the resolution, provided such shares are properly present at the meeting in person or by proxy. Shares not voted by brokers and other entities holding shares on behalf of beneficial owners will have no effect on the outcome of the proposal. The Board of Directors recommends the adoption of the resolution.

      The resolution states:

	RESOLVED, that shareholders of the Company hereby ratify the action of the Board of Directors in retaining PricewaterhouseCoopers LLP as the independent auditors of the Company for 2000.

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2001 ANNUAL MEETING OF SHAREHOLDERS

      In order for any shareholder proposals for the 2001 Annual Meeting of Shareholders to be eligible for inclusion in the Company’s proxy statement relating to that meeting and to be presented for shareholder action at that meeting, they must be received by the Secretary of the Company at 2000 Eastman Drive, Milford, Ohio 45150, prior to December 2, 2000. The form of proxy distributed by the Company with respect to the 2001 Annual Meeting of Shareholders may include the discretionary authority to vote on any matter which is presented to the shareholders at the meeting (other than by management) if the Company does not receive notice of that matter at the above address prior to February 15, 2001.

OTHER MATTERS

      The Company has retained Morrow & Co., Inc., a professional solicitation firm, to assist in soliciting proxies for a fee estimated at $7,500. Morrow & Co., Inc. will use approximately 30 people to solicit proxies on behalf of the Company.

      The Board of Directors does not know of any other business to be presented to the meeting and does not intend to bring other matters before the meeting. However, if other matters properly come before the meeting, it is intended that the persons named in the accompanying proxy will vote thereon according to their best judgment in the interests of the Company.

	By Order of the Board of Directors
	/s/ John A. Mongelluzzo
	John A. Mongelluzzo
	Secretary

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	[SDRC LOGO]
	NOTICE OF
	ANNUAL MEETING
	AND
	PROXY STATEMENT

	2000
	Annual Meeting
	of Shareholders
	May 4, 2000

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PROXY

                    STRUCTURAL DYNAMICS RESEARCH CORPORATION
                               2000 Eastman Drive
                               Milford, Ohio 45150

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints William J. Weyand, John A. Mongelluzzo and
Jeffrey J. Vorholt, and each of them, with full power of substitution, as
proxies to vote, as designated below, for and in the name of the undersigned all
shares of stock of Structural Dynamics Research Corporation which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of said
Company scheduled to be held on May 4, 2000 at 2:00 p.m. at the Company's
offices, 2000 Eastman Drive, Milford, Ohio 45150 or at any adjournment or recess
thereof.

     Please mark X in the appropriate box. The Board of Directors recommends a
FOR vote on each proposal.

1.   ELECTION OF CLASS I DIRECTORS

     / /  FOR all nominees listed below                / /  WITHHOLD AUTHORITY
     (except as marked to the contrary below)

     WILLIAM P. CONLIN, MAURICE F. HOLMES, BANNUS B. HUDSON, ARTHUR B. SIMS

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below)

--------------------------------------------------------------------------------

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2.   Ratification of the appointment of PricewaterhouseCoopers LLP as the
     independent auditors of the Company for 2000.

       / /    FOR              / /     ABSTAIN              / /   AGAINST

3.   In their discretion, the proxies are authorized to vote upon such other
     business as may properly come before the meeting or any adjournment
     thereof.

     This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR the election of Directors and FOR the proposal in paragraph 2. ALL
FORMER PROXIES ARE HEREBY REVOKED.


                                        NUMBER OF SHARES
                                                        ------------------------

                                        ----------------------------------------
                                        (Signature of Shareholder)


                                        ----------------------------------------
                                        (Signature of Shareholder)

                                        (Please sign exactly as your name
                                        appears hereon. All joint owners should
                                        sign. When signing in a fiduciary
                                        capacity or as a corporate officer,
                                        please give your full title as such.)

                                        Dated:___________________________, 2000