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 *
HARRISON C RICHARD
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
140 KENDRICK STREET		 3. Date of Earliest Transaction (Month/Day/Year)
09/20/2010
(Street)

NEEDHAM, MA 02494		 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 09/20/2010   M   7,954 A $ 12.575 944,282 D  
Common Stock 09/20/2010   M   11,764 A $ 8.5 956,046 D  
Common Stock 09/20/2010   M   20,100 A $ 4.975 976,146 D  
Common Stock 09/20/2010   M   8,714 A $ 11.475 984,860 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
Employee Stock Option (right to buy) $ 12.575 09/20/2010   M     7,954   (1) 09/20/2011 Common Stock 7,954 $ 0 312,046 (5) D  
Employee Stock Option (right to buy) $ 8.5 09/20/2010   M     11,764   (2) 05/30/2012 Common Stock 11,764 $ 0 228,235 (5) D  
Employee Stock Option (right to buy) $ 4.975 09/20/2010   M     20,100   (3) 02/13/2013 Common Stock 20,100 $ 0 499,898 (5) D  
Employee Stock Option (right to buy) $ 11.475 09/20/2010   M     8,714   (4) 03/03/2014 Common Stock 8,714 $ 0 311,285 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARRISON C RICHARD
140 KENDRICK STREET
NEEDHAM, MA 02494		   X     Chairman and CEO  

Signatures

 Christopher J. MacKrell by power of attorney filed July 6, 2005   09/20/2010
**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) The option vested in four installments of 80,001 on September 20, 2002, 80,000 on September 20, 2003, 79,999 on September 20, 2004 and 80,000 on September 20, 2005.
(2) The option vested in four installments of 60,000 on May 30, 2003, 60,000 on May 30, 2004, 60,001 on May 30, 2005 and 59,998 on May 30, 2006.
(3) The option vested in four installments of 146,667 on February 13, 2004, 146,667 on February 13, 2005, 146,665 on February 13, 2006 and 79,999 on February 13, 2007.
(4) The option vested in three installments of 80,000 on each of March 3, 2005, 2006 and 2007, and one installment of 79,999 on May 3, 2008.
(5) This amount represents the total number of derivative securities beneficially owned of the class shown.

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