8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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) September 13, 2004
                                                     ---------------------------

                        Parametric Technology Corporation
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  Massachusetts
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                 (State or Other Jurisdiction of Incorporation)

                0-18059                            04-2866152
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       (Commission File Number)          (IRS Employer Identification No.)

         140 Kendrick Street
        Needham, Massachusetts                     02494-2714
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)           (Zip Code)

                                 (781) 370-5000
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              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






                            Section 8 - Other Events


Item  8.01.  Other Events.

On September 13, 2004 the company issued a press release announcing that it had
received notification of a favorable resolution from the United States
Department of the Treasury's Internal Revenue Service regarding an examination
of the Company's income tax returns for the years 1998 through 2000, resulting
in a tax refund. A copy of that press release is attached as Exhibit 99.1.


Item  9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits:

99.1  Press release issued by Parametric Technology Corporation on September 13,
      2004.









                                   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: September 13, 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 September 13, 2004

EX-99

Contact:
       Meredith Mendola
       PTC Corporate Communications
       781-370-6151
       mmendola@ptc.com



 PTC Receives IRS Notification of Income Tax Refund of Approximately $37 Million

NEEDHAM, Mass. - September 13, 2004 - PTC (Nasdaq: PMTC) today announced that it
has received notification of a favorable resolution from the United States
Department of the Treasury's Internal Revenue Service regarding an examination
of the Company's income tax returns for the years 1998 through 2000, which will
result in a tax refund to PTC of approximately $37 million, including interest
which is subject to a final calculation by the IRS.

The refund will also result in a one-time benefit to the Company's tax provision
of approximately $16 million in the current quarter ending September 30, 2004.
The impact of this one-time benefit to PTC's earnings per share will be
approximately $0.06. PTC expects to receive the refund within 45 days.

About PTC
PTC (Nasdaq: PMTC) develops, markets, and supports software solutions that help
manufacturers win with superior products. With a total commitment to product
development and product lifecycle management (PLM), the Company services more
than 35,000 customers worldwide. PTC is included in the S&P 500 and Russell 2000
indices.
Further information on PTC is available at http://www.ptc.com/index.htm.

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 risks and uncertainties include the final amount and
timing of PTC's income tax refund.

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.