Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Shepherd Brian A
 2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2009		 3. Issuer Name and Ticker or Trading Symbol
PARAMETRIC TECHNOLOGY CORP [PMTC]
(Last)
(First)
(Middle)
140 KENDRICK STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Product Development
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEEDHAM, MA 02494		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,569
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 40,975 $ 0 (4) D  
Stock Option (right to buy)   (2)   (2) Common Stock 16,000 (5) $ 12.575 D  
Stock Option (right to buy)   (3)   (3) Common Stock 30,000 (5) $ 9.55 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shepherd Brian A
140 KENDRICK STREET
NEEDHAM, MA 02494		       EVP Product Development  

Signatures

Catherine Gorecki by power of attorney filed 3/13/2009 03/16/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Time-based restricted stock units that vest as to 2,657 RSUs on March 15, 2009, 2,687 RSUs on November 3, 2009, 13,457 RSUs on November 15, 2009, 2,657 RSUs on March 15, 2010 and 8,970 RSUs on November 15, 2010 and 10,548 performance-based restricted stock units that vest to the extent earned on the later of November 15, 2009 or the date the Compensation Committee determines the extent to which the performance criteria have been achieved.
(2) Employee stock option granted 9/20/2001, vested in four equal annual installments of 4,000 shares each beginning on 9/20/2002, the first anniversary of the date of grant. The option is exercisable in full.
(3) Employee stock option granted 9/16/2003, vested in four equal annual installments of 10,000 shares each beginning on 9/16/2004, the first anniversary of the date of grant. The option is exercisable in full.
(4) Each RSU represents the right to receive one share of common stock.
(5) 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 46,000 Options to purchase Common Stock of varying classes (i.e. varying exercise prices and expiration dates).

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