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 8, 2004




                        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 12.      Results of Operations and Financial Condition.

On April 8, 2004 the company issued a press release announcing preliminary
results for the fiscal quarter ended April 3, 2004. 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 8, 2004              By:       /s/ Cornelius F. Moses, III
                                           -------------------------------------
                                           Cornelius F. Moses, III
                                           Executive Vice President
                                           and Chief Financial Officer









EXHIBIT INDEX


Exhibit No.                    Description

99.1                           Press release issued by Parametric Technology
                               Corporation on April 8, 2004.

EX-99

                                                                    EXHIBIT 99.1



           Investor Relations Contact:        Public Relations Contact:
           Meredith Mendola                   Maria Battaglia
           781-370-6151                       781-370-5245
           mmendola@ptc.com                   mbattaglia@ptc.com


      PTC Expects Fiscal 2004 Second Quarter Results to Exceed Expectations

      - Significant Earnings Improvement on Higher Revenue, Lower Expense -

NEEDHAM, Mass., April 8 2004 - PTC (Nasdaq: PMTC) today announced that it
expects its financial results for the fiscal 2004 second quarter ended April 3,
2004 to exceed the Company's earlier guidance. Based on preliminary data, PTC
now expects to report:

o        Total revenue of approximately $164 million, exceeding the Company's
         prior guidance of $150 million to $160 million for the quarter.

o        Approximately breakeven earnings per share on a GAAP basis, which
         includes a restructuring charge of approximately $16 million associated
         with PTC's previously announced cost reduction plan, as well as a
         one-time benefit to cost of service of approximately $5 million. PTC
         had previously provided guidance of a net loss per share of ($0.05) to
         ($0.09) for the second quarter.

o        End of quarter cash and investments of approximately $220 million
         compared with cash and investments of $190 million at the end of the
         previous quarter.

"Our earnings improvement was driven by stronger sequential revenue performance,
particularly within our design solutions offerings, and the solid execution of
our previously announced cost reduction program," said C. Richard Harrison,
president and chief executive officer. "Our performance during the quarter gives
us increased confidence in our ability to achieve a significant year-over-year
improvement in financial results for fiscal 2004."

PTC also announced today the acquisition of OHIO Design Automation, a leading
provider of electronic design verification, visualization and collaboration
solutions (see press release dated April 8, 2004). The all-cash transaction
closed on April 7, 2004 and is valued at approximately $12 million, subject to
the fulfillment of certain conditions.

PTC expects to announce final results for the second quarter on Wednesday, April
21, 2004 before the market opens. On that day at 10 a.m. ET, the Company will
hold a conference call and live webcast to discuss its results and provide an
outlook update (the earnings press release and accompanying financial and
operating statistics will be accessible prior to the conference call and webcast
on the Company's web site). To access the live webcast, please visit
www.ptc.com/for/investors.htm. To access the live call, please dial 888-730-9134
(in the U.S.) or +1-630-395-0024 (international). Please use passcode PTC. A
replay of the call will be available until 5:00 p.m. ET on April 26, 2004. To
access the replay via webcast, please visit www.ptc.com/for/investors.htm. To
access the replay by phone, please dial 402-220-4148.

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 finalization of the operating
results for the second quarter of fiscal 2004; continued execution of our cost
reduction initiatives and our ability to efficiently utilize our resources,
minimizing organization disruption while at the same time achieving our revenue
targets; continued adoption by customers of our product offerings, including our
design solutions products and our Windchill Link solutions; 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.