SDRC Receives Shareholder Approval on Pending Acquisition by EDS

    CINCINNATI--Aug. 28, 2001--SDRC

--	Filed by Structural Dynamics Research Corporation pursuant to "Rule 14a-12" under the Securities Act of 1933
--	Subject Company: Structural Dynamics Research Corporation Commission File No.: 33-16541

    SDRC announced today, at its special meeting of shareholders held in Cincinnati, Ohio, that the company received shareholder approval on the pending EDS acquisition of SDRC. EDS is purchasing SDRC for approximately $950 million in cash, or $25.00 a share. The transaction is expected to close within the next week. Upon closing, EDS will join its Unigraphics Solutions (UGS) subsidiary with SDRC under the UGS name to create an industry leader in the Product Lifecycle Management (PLM) market, with more than $1 billion in annual revenues.

    About SDRC - www.SDRC.com

    SDRC (Structural Dynamics Research Corporation) provides complete software solutions for product design and collaborative product management. With headquarters in Cincinnati, Ohio, SDRC employs more than 2,500 people worldwide, with 64 offices in 18 countries throughout North America, Europe, and Asia/Pacific. For more information, contact SDRC at 1-800-848-7372.

    Note to Editors: SDRC is a registered trademark of Structural Dynamics Research Corporation. All other trademarks or registered trademarks belong to their respective holders.