8-K

                                  UNITED STATES
                       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):

                                  April 3, 2003



                        PARAMETRIC TECHNOLOGY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



       Massachusetts                      0-18059               04-2866152
(State or other Jurisdiction     (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)


                140 Kendrick Street, Needham, Massachusetts 02494

              (Address of principal executive offices and zip code)


               Registrant's telephone number, including area code:

                                 (781) 370-5000




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits:

         99.1     Press release issued by Parametric Technology Corporation on
                  April 3, 2003.


Item 9.    Regulation FD Disclosure.  Information Furnished under Item 12
           ("Results of Operations and Financial Condition").

On April 3, 2003 the company issued a press release announcing preliminary
results for the fiscal quarter ended March 29, 2003. Pursuant to Item 12, a copy
of that press release is hereby furnished to the Commission as Exhibit 99.1





                                   SIGNATURES

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.

Parametric Technology Corporation

Date: April 3, 2003

By: /s/ Thomas L. Beaudoin
- -------------------------------------------
Thomas L. Beaudoin
Senior Vice President and Acting Chief Financial Officer







EXHIBIT INDEX


Exhibit No.                    Description

99.1                           Press release issued by Parametric Technology
                               Corporation on April 3, 2003.

EX-99

                                                                    Exhibit 99.1



                  Investor Relations Contact:        Public Relations Contact:
                  Meredith Mendola                   Roberta Carlton
                  781-370-6151                       781-370-5479
                  mmendola@ptc.com                   rcarlton@ptc.com



                PTC Provides Second Quarter 2003 Financial Update

NEEDHAM, Mass., April 3, 2003 - PTC (Nasdaq: PMTC) today announced that it
expects revenue for the fiscal 2003 second quarter ended March 29, 2003 to be in
the range of $170 million to $172 million, 3% - 4% below analyst consensus
estimates of $177 million. Operating expenses are expected to be approximately
$180 million, on track with the Company's target. GAAP loss per share for the
second quarter is expected to be in the range of $0.05 - $0.06, due to the
combination of the shortfall in revenue as well as an increase in the tax
provision expected to be incurred for the quarter.

Preliminary results indicate that license revenue will be between $53 and $55
million, a sequential increase. MCAD license revenue is expected to be higher
sequentially and Windchill license revenue is expected to be approximately flat
with last quarter's results. However, overall license revenue is expected to
fall short of the Company's initial expectations, primarily due to several
customers delaying large orders at the end of the quarter.

C. Richard Harrison, president and chief executive officer, commented: "Although
we did not achieve our revenue targets for the quarter, I am encouraged by the
preliminary indication of an increase in license revenue from last quarter
amidst the geopolitical uncertainties that all companies face today. This is a
validation of the strength of our product offering and Product First vision.
Additionally, we were encouraged by the number of customers selecting
Pro/ENGINEER Wildfire in its first quarter of availability.

 "Now that we have begun to see traction with our new products and our
distribution strategy, we believe we can safely lower our cost structure without
jeopardizing the progress we have made in transforming our business and
improving customer satisfaction," concluded Harrison. "We will implement
significant cost reduction initiatives during the remainder of fiscal 2003, and
will share further details during our earnings call in two weeks."

PTC expects to announce final results for the second quarter on Wednesday, April
16, before the market opens. On that day, the company will hold a conference
call and live webcast to discuss its results and provide an outlook update at 10
a.m. ET. To access the live webcast, please visit www.ptc.com/for/investors.htm.
To access the live call, please dial 877-917-3410 (in the U.S.), and
+1-712-257-3640 (international). Please use passcode PTC. A replay of the call
will be available until 5:00 p.m. ET on April 21, 2003. To access the replay via
Webcast, please visit www.ptc.com/for/investors.htm. To access the replay by
phone, please dial 402-998-1030.

About PTC
PTC (Nasdaq: PMTC) develops, markets, and supports software solutions that help
manufacturers win with superior products. PTC is the world's largest software
company with a total commitment to product development and product lifecycle
management. The company services more than 35,000 customers worldwide. Further
information on PTC is available at http://www.ptc.com.

Except for the historical information contained herein, matters discussed in
this news release may constitute forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected. These include: the Company's final operating results for the
second quarter of fiscal 2003; the success of our product development,
integration and distribution initiatives, including our Product First
initiative; our ability to realize revenue from the larger, strategic business
opportunities we are pursuing as well as from our point solutions; the growth of
the PLM market and acceptance of the Windchill applications, which have a longer
sales cycle than our other products; the acceptance of Pro/ENGINEER Wildfire and
our ability to compete successfully in the MCAD industry and stabilize our MCAD
license and services revenue; continued execution of our cost reduction
initiatives; and the effects of a weak IT spending environment which has
impacted the overall demand for software and related services; as well as other
risks and uncertainties detailed from time to time in reports filed by PTC with
the Securities and Exchange Commission, including the Company's most recent
reports on Form 10-K and 10-Q.

PTC, The Product Development Company, Product First, Pro/ENGINEER, Wildfire,
Windchill, and all PTC product names and logos are trademarks or registered
trademarks of Parametric Technology Corporation or its subsidiaries in the
United States and in other countries. All other companies and products
referenced herein have trademarks or registered trademarks of their respective
holders.

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