SecProbe.io

Mail Stop 4561         February 20, 2009  C. Richard Harrison  Chief Executive Officer and President Parametric Technology Corporation 140 Kendrick Street Needham, MA  02494
Re: Parametric Technology Corporation
 Form 10-K for the Fiscal Year Ended September 30, 2008
Filed November 26, 2008 File No. 000-18059

Dear Mr. Harrison:
We have reviewed the above-referenced filing and have the following comments.
If indicated, we think you should revise 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 detailed as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  After reviewing 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 10-K for the Fiscal Year Ended September 30, 2008

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

Results of Operations, page 19

1. Your discussion of the results of operati ons frequently does not quantify sources
of material changes.  For example, th e contributions of the acquired business,
CoCreate Software GmbH, during the ten months ending September 30, 2008,

C. Richard Harrison
Parametric Technology Corporation
February 20, 2009 Page 2
should be disclosed in quantified terms w ith respect to each category of revenues
and expense categories to which the CoCreat e activities had a substantial impact.
As a further example, refer to disclosu re on page 22 addressing the increase in
maintenance revenue.  Please note that pref acing the reference to  these sources of
changes with the word “primarily” obscures  the ability of the reader to identify
the material sources of the change.  In  addition, where a material change is
attributed to two or more factors, incl uding any offsetting factors, the contribution
of each identified factor should be descri bed in quantified terms.  See Section
III.D of SEC Release No. 34-26831.  In future  filings, please quantify the sources
of material changes and offsetting factors.
 Revenue, page 21

2. We note that you refer to “new seat revenue” and “seats under maintenance”
throughout your discussion of revenues wit hout quantifying the number of seats.
Tell us how you considered whether thes e seat measures are key performance
indicators under Section III.B.1 of SE C Release No. 34-48960.  As part of your
response, tell us whether you provide this in formation to analysts and, if so, why.
 Item 9A.  Controls and Procedures

 Evaluation of Disclosure Cont rols and Procedures, page 47

 3. We note your statement that your disclosure  controls and pro cedures are designed
to provide “reasonable assurance” that information required to be disclosed in your reports filed or submitted under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in
the SEC rules and forms.  In addition,  you state that you concluded that your
disclosure controls and procedures we re effective as of September 30, 2008.
Your disclosure in future filings should state clearly, if true , that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures were effective at  the reasonable assura nce level as of the
end of the period covered by the report.  See Section II.F.4 of SEC Release No.
34-47986.  In your response letter, please c onfirm, if true, that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures were effective at  the reasonable assura nce level as of the
end of the period covered by the report.

C. Richard Harrison
Parametric Technology Corporation
February 20, 2009 Page 3  Item 11.  Executive Compensation

 Incorporated by Reference from Schedule 14A Filed January 20, 2009

 Compensation Discussion and Analysis, page 26

 4. In future filings please provide a more  specific explanation of the manner in
which the Company’s achievement of pe rformance criteria affects the actual
number of shares awarded to each of your named executive officers.
 Consolidated Financial Statements

 Consolidated Statements of Operations, page F-2

5. Your disclosures indicate that revenues from certain multiple-element arrangements are recognized using the percenta ge of completion method.  Please
tell us where you classify these revenues and related costs in your Consolidated
Statements of Operations.  If you classify these revenues and related costs as services or allocate betw een products and services, please explain your basis of
presentation, why you believe such presenta tion is reasonable and confirm to us
that this presentation has been cons istently applied.  Assuming that your
presentation of revenues and cost of revenues is considered reasonable for
purposes of complying with Rule 5-03(b )(1) and (2) of Regulation S-X, please
ensure that your MD&A, Critical Accounting Policies and Estimates and footnote
disclosures include a discussion of your basis of presentation and discuss the
reasons for such presentation.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response 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 any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and 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.

C. Richard Harrison
Parametric Technology Corporation February 20, 2009 Page 4
  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.
 You may contact David Edga r, Staff Accountant, at (202) 551-3459 if you have
any questions regarding comments on the fina ncial statements and related matters.
Please address questions regard ing all other comments to Evan Jacobson, Staff Attorney,
at (202) 551-3428 or Mark Shuman, Legal Bran ch Chief, at (202) 551-3462.  If you need
further assistance, you may contact me at (202) 551-3451.

      S i n c e r e l y ,
         Mark Kronforst
Accounting Branch Chief