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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
COHEN BARRY F
   2. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [PMTC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP,Strategic Services & Ptrs.
(Last)
(First)
(Middle)
C/O PARAMETRIC TECHNOLOGY CORP, 140 KENDRICK STREET		 3. Date of Earliest Transaction (Month/Day/Year)
11/02/2006
(Street)

NEEDHAM, MA 02404		 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 11/02/2006   M   90,000 A $ 4.975 257,883 D  
Common Stock 11/02/2006   S   90,000 D $ 18.419 167,883 D  
Common Stock 11/02/2006   S   10,240 D $ 18.4384 157,643 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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) $ 4.975 11/02/2006   M     90,000   (2) 02/13/2013 Common Stock 90,000 $ 0 16,668 (3) D  
Employee stock option (right to buy) $ 24.8438 11/02/2006   M   0 (4)     (5) 09/10/2008 Common Stock 48,000 $ 0 48,000 (3) D  
Employee stock option (right to buy) $ 23.3595 11/02/2006   M   0 (4)     (6) 05/18/2010 Common Stock 100,000 $ 0 100,000 (3) D  
Employee stock option (right to buy) $ 12.575 11/02/2006   M   0 (4)     (7) 09/20/2011 Common Stock 200,000 $ 0 200,000 (3) D  
Employee stock option (right to buy) $ 8.5 11/02/2006   M   0 (4)     (8) 05/30/2012 Common Stock 159,999 $ 0 159,999 (3) D  
Employee stock option (right to buy) $ 4.975 11/02/2006   M   0 (4)     (9) 02/13/2013 Common Stock 93,334 $ 0 93,334 (3) D  
Employee stock option (right to buy) $ 11.475 11/02/2006   M   0 (4)     (10) 03/03/2014 Common Stock 119,999 $ 0 119,999 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COHEN BARRY F
C/O PARAMETRIC TECHNOLOGY CORP
140 KENDRICK STREET
NEEDHAM, MA 02404		       EVP,Strategic Services & Ptrs.  

Signatures

 Christopher J. MacKrell pursuant to power of attorney filed November 10, 2004   11/02/2006
**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 of the company's Common Stock effective February 28, 2006.
(2) Employee stock option granted 2/13/2003, exercisable as to 53,334 shares on 2/13/2004, 53,333 shares on 2/13/2005 and 53,332 shares on 2/13/2006.
(3) This amount represents the total number of Derivative Securities Beneficially Owned by the class shown (i.e. the same exercise price and expiration date). The Reporting Person owns a total of 738,000 Options to purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates).
(4) This option was previously reported and is now being reported (as currently outstanding) to reflect the 2 for 5 reverse stock split of the Company's Common Stock effective February 28, 2006.
(5) Employee stock option granted 9/10/1998, exercisable in four equal annual installments of 12,000 shares each beginning on 9/10/1999, the first anniversary of the date of grant.
(6) Employee stock option granted 5/18/2000, exercisable in four equal annual installments of 25,000 shares each beginning on 5/18/2001, the first anniversary of the date of grant.
(7) Employee stock option granted 9/20/2001, exercisable in four equal annual installments of 50,000 shares each beginning on 9/20/2002, the first anniversary of the date of grant.
(8) Employee stock option granted 5/30/2002, exercisable as to 40,001 shares on 5/30/2003, 40,001 shares on 5/30/2004, 39,999 shares on 5/30/2005 and 39,998 shares on 5/30/2006.
(9) Employee stock option granted 2/13/2003, exercisable as to 30,000 shares on 2/13/2004, 30,000 shares on 2/13/2005, 30,000 shares on 2/13/2006 and 29,999 shares on 2/13/2007.
(10) Employee stock option granted 3/3/2004, exercisable as to 30,000 shares on 3/3/2005, 30,000 shares on 3/3/2006, 30,000 shares on 3/3/2007 and 29,999 shares on 3/3/2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.