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)       March 1, 2006
                                                     -----------------------

                        Parametric Technology Corporation
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             (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
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(Address of Principal Executive Offices)                   (Zip Code)

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


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          (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))





Item 1.01.  Entry into a Material Definitive Agreement.

     On March 1, 2006, the non-employee directors of the Board of Directors of
Parametric Technology Corporation ("PTC") were awarded shares of restricted
stock of PTC under the Parametric Technology Corporation 2000 Equity Incentive
Plan (the "Plan") as part of their compensation for service on PTC's Board of
Directors.

     Robert Goldman, Donald Grierson, Michael Porter and Joseph O'Donnell were
each awarded 12,000 shares of restricted stock, the restrictions on which lapse
as to one-third of such shares on each of February 15, 2007, February 15, 2008
and February 15, 2009, pursuant to the Plan.

     Noel Posternak, Chairman of the Board of Directors, and Oscar B. Marx, III,
Chairman of the Audit Committee of the Board of Directors, were respectively
awarded 24,000 and 16,000 shares of restricted stock, the restrictions on which
lapse as to substantially one-third of such shares on each of February 15, 2007,
February 15, 2008 and February 15, 2009, pursuant to the Plan. The awards to
Messrs. Posternak and Marx reflect the additional responsibilities associated
with their positions as Chairman of the Board of Directors and Chairman of the
Audit Committee, respectively.













                                   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:  March 6, 2006               By:   /s/ Cornelius F. Moses, III
                                      ------------------------------------------
                                         Cornelius F. Moses, III
                                         Executive Vice President and
                                         Chief Financial Officer