Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOLDMAN ROBERT N
   2. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [PMTC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
25 MALL RD		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2006
(Street)

BURLINGTON, MA 01803		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2006   A   12,000 (2) A $ 0 48,000 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 73.672 03/01/2006   M   0 (3)   02/13/1998(5) 02/13/2007 Common Stock 4,000 $ 0 4,000 (4) D  
Stock Option (right to buy) $ 73.5158 03/01/2006   M   0 (3)   02/12/1999(6) 02/12/2008 Common Stock 4,000 $ 0 4,000 (4) D  
Stock Option (right to buy) $ 35.4688 03/01/2006   M   0 (3)   02/11/2000(7) 02/11/2009 Common Stock 6,000 $ 0 6,000 (4) D  
Stock Option (right to buy) $ 57.3438 03/01/2006   M   0 (3)   02/10/2001(8) 02/10/2010 Common Stock 6,000 $ 0 6,000 (4) D  
Stock Option (right to buy) $ 25.625 03/01/2006   M   0 (3)   06/20/2001(9) 06/20/2010 Common Stock 12,000 $ 0 12,000 (4) D  
Stock Option (right to buy) $ 39.2188 03/01/2006   M   0 (3)   02/15/2002(10) 02/15/2011 Common Stock 6,000 $ 0 6,000 (4) D  
Stock Option (right to buy) $ 12.575 03/01/2006   M   0 (3)   09/20/2002(11) 09/20/2011 Common Stock 40,000 $ 0 40,000 (4) D  
Stock Option (right to buy) $ 8.5 03/01/2006   M   0 (3)   05/30/2003(12) 05/30/2012 Common Stock 20,000 $ 0 20,000 (4) D  
Stock Option (right to buy) $ 4.975 03/01/2006   M   0 (3)   02/13/2004(13) 02/13/2013 Common Stock 10,000 $ 0 10,000 (4) D  
Stock Option (right to buy) $ 11.475 03/01/2006   M   0 (3)   03/03/2005(14) 03/03/2014 Common Stock 10,000 $ 0 10,000 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOLDMAN ROBERT N
25 MALL RD
BURLINGTON, MA 01803		   X      

Signatures

 Christopher J. MacKrell by Power of Attorney filed herewith   03/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Adjusted to reflect the 2 for 5 reverse stock split effective February 28, 2006.
(2) Restricted stock award to Reporting Person with restrictions on the shares lapsing as to one-third of such shares on each of February 15, 2007, February 15, 2008 and February 15, 2009.
(3) This option was previously reported and is now being reported to reflect the 2 for 5 reverse stock split effective February 28, 2006.
(4) This amount represents the total number of Derivative Securities Beneficially Owned of the class shown (i.e. the same exercise price and expiration date). The Reporting Person owns a total of 118,000 Options to Purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates).
(5) Grant of reporting person of an option to buy 4,000 shares of common stock, exercisable in four annual increments of 1,000 each beginning on 2/13/1998, the first anniversary of the date of grant.
(6) Grant of reporting person of an option to buy 4,000 shares of common stock, exercisable in four annual increments of 1,000 each beginning on 2/12/1999, the first anniversary of the date of grant.
(7) Grant of reporting person of an option to buy 6,000 shares of common stock, exercisable in four annual increments of 1,500 each beginning on 2/11/2000, the first anniversary of the date of grant.
(8) Grant of reporting person of an option to buy 6,000 shares of common stock, exercisable in four annual increments of 1,500 each beginning on 2/10/2001, the first anniversary of the date of grant.
(9) Grant of reporting person of an option to buy 12,000 shares of common stock, exercisable in four annual increments of 3,000 each beginning on 6/20/2001, the first anniversary of the date of grant.
(10) Grant of reporting person of an option to buy 6,000 shares of common stock, exercisable in four annual increments of 1,500 each beginning on 2/15/2002, the first anniversary of the date of grant.
(11) Grant of reporting person of an option to buy 40,000 shares of common stock, exercisable in four annual increments of 10,000 each beginning on 9/20/2002, the first anniversary of the date of grant.
(12) Grant of reporting person of an option to buy 20,000 shares of common stock, exercisable in four annual increments of 5,000 each beginning on 5/30/2003, the first anniversary of the date of grant.
(13) Grant of reporting person of an option to buy 10,000 shares of common stock, exercisable in four annual increments of 2,500 each beginning on 2/13/2004, the first anniversary of the date of grant.
(14) Grant of reporting person of an option to buy 10,000 shares of common stock, exercisable in four annual increments of 2,500 each beginning on 3/3/2005, the first anniversary of the date of grant.

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