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)       June 1, 2005  

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

                 (State or Other Jurisdiction of Incorporation)

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

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

                                 (781) 370-5000
              (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))

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

Item 8.01.        Other Events

As disclosed in connection with Parametric Technology Corporation's earnings
release and in its Form 10-Q for the second quarter ended April 2, 2005, PTC was
evaluating whether to adopt Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment (SFAS No. 123R), which requires companies to
expense costs related to share-based payments to employees, early in the fourth
quarter of fiscal 2005 as it had originally intended or, as permitted by then
recently announced SEC rules, to wait until the first quarter of fiscal 2006.

PTC has decided to adopt SFAS No. 123R in the fourth quarter of fiscal 2005 and
will begin to expense equity compensation in the fourth quarter of fiscal 2005,
which begins July 3, 2005.

Also, as previously announced, in connection with adoption of SFAS No. 123R, PTC
expects to undertake and complete the employee stock option exchange approved by
the stockholders at the 2005 Annual Meeting in the fourth quarter of fiscal


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: June 1, 2005                      By: /s/Cornelius F. Moses, III          
                                            Cornelius F. Moses, III
                                            Executive Vice President and
                                            Chief Financial Officer