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Mail Stop 4561          October 31, 2007  C. Richard Harrison Chief Executive Officer and President Parametric Technology Corporation 140 Kendrick Street Needham, MA 02494

Re: Parametric Technology Corporation
 Item 4.02 Form 8-K
Filed October 31, 2007
 File No.  000-18059

Dear Mr. Harrison:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 8-K Filed October 31, 2007

1. We note that you intend to restate your fina ncial statements for the fiscal year
ended September 30, 2006 in your fiscal 2007 Form 10-K.  Given the length of
time between your decision to restate and th e due date of your fiscal 2007 Form
10-K, please file an amended fiscal 2006 Form 10-K to reflect the restatement.

* * * * * *

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  If you have any questions, please call me at (202) 551-3451.
        S i n c e r e l y ,            M a r k  K r o n f o r s t         A c c o u n t i n g  B r a n c h  C h i e f