8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                  PLACECITYWASHINGTON, STATEDC POSTALCODE20549

                                    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)         October 9, 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)


- --------------------------------------------------------------------------------
          (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 2 - Financial Information

Item 2.02.   Results of Operations and Financial Condition.

On October 9, 2006, Parametric Technology Corporation issued a press release
announcing preliminary financial results for its fourth fiscal quarter and
fiscal year ended September 30, 2006.  A copy of the press release is furnished
herewith as Exhibit 99.1.


                  Section 9 - Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits.

     (d)  Exhibits.

     99.1     A copy of the press release issued by Parametric Technology
              Corporation on October 9, 2006 is furnished herewith.










                                   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:  October 10, 2006             By:_/s/ Cornelius F. Moses, III
                                        ---------------------------------------
                                       Cornelius F. Moses, III
                                       Executive Vice President and
                                        Chief Financial Officer

EX-99

                                                                  Ex 99.1



                  Investor Contact:                  Media Contact:
                  Meredith Mendola                   Nicole Rowe
                  781-370-6151                       781-370-6369
                  mmendola@ptc.com                   nrowe@ptc.com


         PTC Expects Fiscal 2006 Fourth Quarter and Full Year Results to
                                 Exceed Targets

  - Company Expects to Deliver Year-over-Year Fourth Quarter Revenue Growth of
                 26% and Earnings Growth of approximately 50% -

NEEDHAM, Mass., October 9, 2006 - PTC (Nasdaq: PMTC), the Product Development
Company(TM), today announced that it expects its financial results for the
fiscal 2006 fourth quarter and full year ended September 30, 2006 to exceed its
earlier guidance.

"We delivered revenue and earnings well beyond our targets this quarter," said
C. Richard Harrison, president and chief executive officer.  "We are succeeding
through the combination of our powerful, single software platform and expert
sales and services professionals that enable customers to realize value
throughout their product development processes."

Based on preliminary, unaudited data for the fourth quarter of 2006, PTC now
expects to report:
     o   Total fourth quarter revenue of approximately $245 million, exceeding
         the Company's prior guidance of $217 million to $225 million for the
         quarter.  Fourth quarter revenue included two transactions in excess of
         $5 million each.
     o   Total revenue for the full year of approximately $854 million, or about
         18% growth year over year.
     o   Fourth quarter earnings per share on a GAAP basis of approximately
         $0.22 to $0.24, and earnings per share on a non-GAAP basis of $0.35 to
         $0.37.  PTC had previously provided guidance of $0.15 to $0.19 for
         fourth quarter GAAP EPS and $0.26 to $0.30 for fourth quarter non-GAAP
         EPS.
     o   Full-year earnings per share on a GAAP basis of approximately $0.53 to
         $0.55, and earnings per share on a non-GAAP basis of $0.97 to $0.99.
         PTC had previously provided guidance of $0.46 to $0.50 for full year
         GAAP EPS and $0.88 to $0.92 for full year non-GAAP EPS.

Our expected non-GAAP earnings per share for the fourth quarter of fiscal 2006
exclude stock-based compensation cost of approximately $0.10 per share and
amortization of acquisition-related intangible assets of approximately $0.03 pe
share.  Our expected non-GAAP earnings per share for the full year of fiscal
2006 exclude stock-based compensation cost of approximately $0.35 per share,
amortization of acquisition-related intangible assets of approximately $0.09 per
share, a write-off of in-process research and development of $0.02 per share, a
net restructuring charge of $0.05 per share, and the related tax effect
(benefit) of these items of ($0.02) per share, as well as a one-time tax item
(benefit) of ($0.05) per share.

Update on Review of Stock Option Grant Practices
In our most recent 10-Q filed with the U.S. Securities and Exchange Commission,
we announced that we had commenced a review of our historic stock option grant
practices under the supervision of our Audit Committee.  We have substantially
completed our review.  Our review did not identify any stock option grants that
involved the intentional selection of an earlier effective date in order to
offer a more favorable exercise price. Our review did identify some stock option
grants, substantially all of which were made to non-executive employees, where
all of the prerequisites for completing an option grant were not completed at
the time of grant, resulting in financial accounting measurement dates for those
grants that differ from the stated grant dates.  As a result of such
differences, the Company identified errors, related primarily to fiscal 2002 and
prior periods, that are not material to its reported results for prior and
current periods and do not require restatement of those results.

Based on the results of our review, PTC expects to record in the fourth quarter
of fiscal 2006 a non-cash, stock-based compensation charge of approximately
$2.3 million to correct these prior-period errors.  This charge is included in
the GAAP earnings per share expectations described above for the fourth quarter
and full year 2006.  We are continuing to provide information on an informal
basis to the staff of the Securities and Exchange Commission, and our review of
stock option grants will conclude when that process is complete.

Fiscal Year 2007 Financial Targets
PTC also announced financial targets for fiscal 2007.  PTC expects revenue of
approximately $940 million and GAAP earnings per share of approximately $0.71 to
$0.76.  On a non-GAAP basis, PTC expects earnings per share of approximately
$1.15 to $1.20.  PTC expects first quarter fiscal 2007 revenue of approximately
$215 million to $220 million.  PTC expects first quarter fiscal 2007 GAAP
earnings per share of approximately $0.09 to $0.11, and non-GAAP earnings per
share of approximately $0.19 to $0.21.

Our expected non-GAAP EPS for the first quarter and full year of fiscal 2007
exclude stock-based compensation cost of approximately $0.08 and $0.33 per
share, respectively, and amortization of acquisition-related intangible assets
of approximately $0.03 and $0.11 per share, respectively.

"We are excited about the momentum we are generating in the market today,"
continued placeHarrison.  "Our revenue target of $940 million for fiscal 2007
represents 10% year-over-year organic growth, which is consistent with our
organic growth for fiscal 2006, excluding revenue transactions in excess of
$5 million.  Additionally, we remain confident in our ability to drive further
operating margin improvements on our path toward achieving our longer-term
financial goals."

PTC will provide additional commentary on its fiscal 2007 outlook upon reporting
final results for the fourth quarter and fiscal year 2006.

Earnings Call Webcast
PTC expects to announce final results for the fourth quarter and fiscal year
2006 on Wednesday, November 1, 2006 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 888-566-8560 (in the U.S.) or +1-517-623-4768 (international).
Please use passcode PTC.  A replay of the call will be available until 5:00 p.m.
ET on November 6, 2006.  To access the replay via webcast, please visit
www.ptc.com/for/investors.htm.  To access the replay by phone, please dial
203-369-3183.

Important Information about Non-GAAP References
References by PTC to non-GAAP operating costs and non-GAAP earnings per share
refer to costs and expenses or earnings per share excluding stock-based
compensation cost, amortization of acquisition-related intangible assets,
in-process research and development write-offs associated with acquisitions,
restructuring charges, and their related tax effects, as well the effect of
one-time tax items, if any.  GAAP requires that these costs and charges be
included in costs and expenses and accordingly used to determine operating
income (loss) and earnings per share.  PTC's management uses non-GAAP operating
costs, and associated non-GAAP net income (which is the basis for non-GAAP
earnings per share) to make operational and investment decisions, and PTC
believes that they are among several useful measures for an enhanced
understanding of our operating results for a number of reasons.

First, excluding the stock-based compensation cost from GAAP operating income
enables management and investors to perform a meaningful comparison of PTC's
operating results to prior periods.  In these prior periods, PTC's GAAP
financial results reflected minimal stock-based compensation because the value
of stock-based awards was determined using a method other than as prescribed in
SFAS 123(R); whereas, upon adoption of SFAS 123(R), stock-based compensation is
determined using a fair value method and such expenses are now distributed among
the functional expense line items in the GAAP presentation.  Second, although
PTC undertakes analyses to ensure that its stock-based compensation grants are
in line with peer companies and do not unduly dilute shareholders, PTC allocates
these grants and measures them at the corporate level.  Management excludes
their financial statement effect when planning or measuring the periodic
financial performance of PTC's functional organizations since they are episodic
in nature and unrelated to our core operating metrics.  Likewise, we believe
that excluding items such as in-process R&D write-offs and amortization of
intangible assets associated with acquisitions, or restructuring charges that
are not directly attributable to our ongoing operations and that do not
generally fluctuate in correlation with periodic performance, provides investors
with information that helps to compare period-over-period operating performance
by highlighting the effect of the acquisitions or restructuring activities on
our results of operations. In addition, PTC's management excludes the financial
statement effect of these items in creating operating budgets for PTC's
functional business units and in evaluating and compensating employees due to
the fact that it is difficult to forecast these expenses.  Lastly, we believe
that providing non-GAAP earnings per share affords investors a view of
earnings that may be more easily compared to peer companies and enables
investors to consider PTC's earnings on both a GAAP and non-GAAP basis in
periods when PTC is engaged in acquisition activities or undertaking
non-recurring activities.

PTC believes these non-GAAP measures will aid investors' overall understanding
of PTC's results by providing a higher degree of transparency for certain
expenses, and providing a level of disclosure that will help investors
understand how PTC plans and measures its own business.  However, non-GAAP net
income (loss) should be construed neither as an alternative to GAAP net income
(loss) or earnings (loss) per share as an indicator of our operating performance
nor as a substitute for cash flow from operations as a measure of liquidity
because the items excluded from the non-GAAP measures often have a material
impact on PTC's results of operations.  Therefore, management uses, and
investors should use, non-GAAP measures in conjunction with our reported GAAP
results.

About PTC
PTC (Nasdaq: PMTC) provides leading product lifecycle management (PLM), content
management and dynamic publishing solutions to more than 40,000 companies
worldwide. PTC customers include the world's most innovative companies in
manufacturing, publishing, services, government and life sciences industries.
PTC is included in the S&P 500 and Russell 2000 indices.  For more information
on PTC, please visit http://www.ptc.com.

This news release contains forward-looking statements concerning our expected
operating results for the fourth quarter and fiscal year 2006, the amount of
stock-based compensation expense we expect to result as a result of our review
of historical stock option grants and the timing of that expense, and our
expectations concerning fiscal 2007 revenue and earnings.  These statements
involve risks and uncertainties that could cause actual results to differ
materially from those projected, including: the Company's operating results for
the fourth quarter of fiscal 2006 remain subject to audit by our independent
auditors and could change; our review of historical stock option grants is not
yet final and the timing and amount of the stock-based compensation charge could
change; our revenue and earnings may not continue to grow at recent rates, which
could result in revenue and earnings below our expectations; and other risks and
uncertainties described 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.