<PAGE>

             As filed with the Securities and Exchange Commission
                             on February 16, 2001

                                                     Registration No. 333-______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                       PARAMETRIC TECHNOLOGY CORPORATION
================================================================================
            (Exact name of registrant as specified in its charter)

         Massachusetts                                   04-2866152
         -------------                                   ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

                      1997 NONSTATUTORY STOCK OPTION PLAN
--------------------------------------------------------------------------------
                             (Full title of Plan)

                                Edwin J. Gillis
        Executive Vice President, Chief Financial Officer and Treasurer
                       Parametric Technology Corporation
                              140 Kendrick Street
                         Needham, Massachusetts 02494
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (781) 370-5000
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------

                                                Proposed              Proposed
Title of securities       Amount to be          maximum offering      maximum aggregate       Amount of
to be registered          registered            price per share       offering price          registration fee
-------------------       ------------          ----------------      -----------------       ----------------
<S>                       <C>                   <C>                   <C>                     <C>
Common Stock,             9,500,000 shares/1/     $14.96875/2/         $142,203,125/2/           $35,550.78
$.01 par value

--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement registers shares to be offered by us pursuant
to our 1997 Nonstatutory Stock Option Plan.  The shares include associated stock
purchase rights that currently are evidenced by certificates for shares of the
Common Stock and that automatically trade with the shares.
(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, and based on the
average of the high and low sale prices of the Common Stock as reported by the
Nasdaq National Market on February 14, 2001.
<PAGE>

Statement Regarding Incorporation By Reference From Effective Registration
Statement.

  Pursuant to General Instruction E to Form S-8, the Registration Statement on
Form S-8 of Parametric Technology Corporation filed with the Securities and
Exchange Commission (the "Commission") on June 4, 1997 (Commission File No. 333-
28495) (the "Original Registration Statement"), relating to the registration of
5,000,000 shares of our Common Stock, $.01 par value per share (the "Common
Stock"), authorized for issuance under our 1997 Nonstatutory Stock Option Plan
(the "1997 Plan"), is incorporated by reference in its entirety herein.  We have
filed these additional Registration Statements on Form S-8 with the Commission
relating to the registration of additional shares of Common Stock for issuance
under the 1997 Plan since the filing of the Original Registration Statement: on
October 24, 1997 we registered 1,200,000 shares (Commission File No. 333-38629);
on June 8, 1998 we registered 12,000,000 shares (Commission File No. 333-56287);
on February 22, 1999 we registered 13,000,000 shares (Commission File No. 333-
72783); and on December 29, 1999 we registered 6,300,000 shares (Commission File
No. 333-93729).  This Registration Statement provides for the registration of an
additional 9,500,000 shares of Common Stock authorized for issuance under the
1997 Plan.  All Common Stock share numbers in this Form S-8 have been adjusted
to reflect the one-for-one stock dividend on all issued and outstanding shares
of Common Stock (excluding shares held in our treasury) declared by our Board of
Directors on February 12, 1998 and effective on March 6, 1998.

                                       2
<PAGE>

                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Needham, Massachusetts, on the 15th day of February,
2001.


                                       PARAMETRIC TECHNOLOGY CORPORATION


                                       By: /s/ C. Richard Harrison
                                           -------------------------------------
                                           C. Richard Harrison
                                           Chief Executive Officer and President


                               POWER OF ATTORNEY
                               -----------------

     We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Edwin J. Gillis, David R. Friedman,
Esq., and Matthew C. Dallett, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Parametric
Technology Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said registration statement and
any and all amendments thereto.

    WITNESS our hands and common seal on the date set forth below.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
    Signature                                        Title                           Date
    ---------                                        -----                           ----
<S>                                                  <C>                             <C>
(i) Principal Executive Officer:

       /s/ C. Richard Harrison                       Chief Executive Officer,        February 15, 2001
       -----------------------
       C. Richard Harrison                           President and Director

(ii)   Principal Financial and Accounting Officer:

       /s/ Edwin J. Gillis                           Executive Vice President,       February 15, 2001
       -------------------
       Edwin J. Gillis                               Chief Financial Officer and
                                                     Treasurer
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
          Signature                               Title                   Date
          ---------                               -----                   ----
<S>                                             <C>                       <C>
(iii)     Board of Directors:

          /s/ Noel G. Posternak                 Chairman of the        February 15, 2001
          -----------------------------
          Noel G. Posternak                     Board of Directors


          /s/ C. Richard Harrison               Director               February 15, 2001
          -----------------------------
          C. Richard Harrison


          /s/ Robert N. Goldman                 Director               February 15, 2001
          -----------------------------
          Robert N. Goldman


          /s/ Donald K. Grierson                Director               February 15, 2001
          -----------------------------
          Donald K. Grierson


          /s/ Oscar B. Marx, III                Director               February 15, 2001
          -----------------------------
          Oscar B. Marx, III


          /s/ Michael E. Porter                 Director               February 15, 2001
          ------------------------------
          Michael E. Porter
</TABLE>

                                       4
<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number        Description
------        -----------


4.1(a)        Restated Articles of Organization of Parametric Technology
              Corporation adopted February 4, 1993 (filed as Exhibit 3.1 to our
              Quarterly Report on Form 10-Q for the fiscal quarter ended March
              30, 1996 (File No. 0-18059) and incorporated herein by reference).

4.1(b)        Articles of Amendment to Restated Articles of Organization adopted
              February 8, 1996 (filed as Exhibit 4.1(b) to our Registration
              Statement on Form S-8 (Registration No. 333-01297) and
              incorporated herein by reference).

4.1(c)        Articles of Amendment to Restated Articles of Organization adopted
              February 13, 1997 (filed as Exhibit 4.1(b) to our Registration
              Statement on Form S-8 (Registration No. 333-22169) and
              incorporated herein by reference).

4.1(d)        Articles of Amendment to Restated Articles of Organization adopted
              February 10, 2000 (filed as Exhibit 3.1 to our Quarterly Report on
              Form 10-Q for the fiscal quarter ended April 1, 2000 (File No. 0-
              18059) and incorporated herein by reference).

4.1(e)        Certificate of Vote of Directors establishing Series A Junior
              Preferred Stock (filed as Exhibit 3.1(e) to our Annual Report on
              Form 10-K for the fiscal year ended September 30, 2000 (File No.
              0-18059) and incorporated herein by reference).

4.2           By-Laws, as amended and restated (filed as Exhibit 3.2 to our
              Annual Report on Form 10-K for the fiscal year ended September 30,
              2000 (File No. 0-18059) and incorporated herein by reference).

4.3           Rights Agreement effective as of January 5, 2001 between
              Parametric Technology Corporation and American Stock Transfer &
              Trust Company (filed as Exhibit 4.2 to our Annual Report on Form
              10-K for the fiscal year ended September 30, 2000 (File No. 0-
              18059) and incorporated herein by reference).

5.1           Opinion of Palmer & Dodge LLP as to the legality of the securities
              registered hereunder; filed herewith.

23.1          Consent of Palmer & Dodge LLP (included in Exhibit 5.1).

23.2          Consent of PricewaterhouseCoopers LLP; filed herewith.

24.1          Power of Attorney (contained on the signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 12181}]
{"company-data": {"conformed-name": "PARAMETRIC TECHNOLOGY CORP", "cik": "0000857005", "assigned-sic": "7372", "irs-number": "042866152", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55800", "film-number": "1549113"}, "business-address": {"street1": "128 TECHNOLOGY DR", "city": "WALTHAM", "state": "MA", "zip": "02453", "phone": "7813985000"}, "mail-address": {"street1": "128 TECHNOLOGY CORP", "city": "WALTHAM", "state": "MA", "zip": "02453"}}
As filed with the Securities and Exchange Commission
                             on February 16, 2001

                                                     Registration No. 333-______
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                       PARAMETRIC TECHNOLOGY CORPORATION
================================================================================
            (Exact name of registrant as specified in its charter)

         Massachusetts                                   04-2866152
         -------------                                   ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

                      1997 NONSTATUTORY STOCK OPTION PLAN
--------------------------------------------------------------------------------
                             (Full title of Plan)

                                Edwin J. Gillis
        Executive Vice President, Chief Financial Officer and Treasurer
                       Parametric Technology Corporation
                              140 Kendrick Street
                         Needham, Massachusetts 02494
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (781) 370-5000
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------

                                                Proposed              Proposed
Title of securities       Amount to be          maximum offering      maximum aggregate       Amount of
to be registered          registered            price per share       offering price          registration fee
-------------------       ------------          ----------------      -----------------       ----------------
Common Stock,             9,500,000 shares/1/     $14.96875/2/         $142,203,125/2/           $35,550.78
$.01 par value

--------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement registers shares to be offered by us pursuant
to our 1997 Nonstatutory Stock Option Plan.  The shares include associated stock
purchase rights that currently are evidenced by certificates for shares of the
Common Stock and that automatically trade with the shares.
(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, and based on the
average of the high and low sale prices of the Common Stock as reported by the
Nasdaq National Market on February 14, 2001.
Statement Regarding Incorporation By Reference From Effective Registration
Statement.

  Pursuant to General Instruction E to Form S-8, the Registration Statement on
Form S-8 of Parametric Technology Corporation filed with the Securities and
Exchange Commission (the "Commission") on June 4, 1997 (Commission File No. 333-
28495) (the "Original Registration Statement"), relating to the registration of
5,000,000 shares of our Common Stock, $.01 par value per share (the "Common
Stock"), authorized for issuance under our 1997 Nonstatutory Stock Option Plan
(the "1997 Plan"), is incorporated by reference in its entirety herein.  We have
filed these additional Registration Statements on Form S-8 with the Commission
relating to the registration of additional shares of Common Stock for issuance
under the 1997 Plan since the filing of the Original Registration Statement: on
October 24, 1997 we registered 1,200,000 shares (Commission File No. 333-38629);
on June 8, 1998 we registered 12,000,000 shares (Commission File No. 333-56287);
on February 22, 1999 we registered 13,000,000 shares (Commission File No. 333-
72783); and on December 29, 1999 we registered 6,300,000 shares (Commission File
No. 333-93729).  This Registration Statement provides for the registration of an
additional 9,500,000 shares of Common Stock authorized for issuance under the
1997 Plan.  All Common Stock share numbers in this Form S-8 have been adjusted
to reflect the one-for-one stock dividend on all issued and outstanding shares
of Common Stock (excluding shares held in our treasury) declared by our Board of
Directors on February 12, 1998 and effective on March 6, 1998.

                                       2
SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Needham, Massachusetts, on the 15th day of February,
2001.

                                       PARAMETRIC TECHNOLOGY CORPORATION

                                       By: /s/ C. Richard Harrison
                                           -------------------------------------
                                           C. Richard Harrison
                                           Chief Executive Officer and President

                               POWER OF ATTORNEY
                               -----------------

     We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Edwin J. Gillis, David R. Friedman,
Esq., and Matthew C. Dallett, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Parametric
Technology Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said registration statement and
any and all amendments thereto.

    WITNESS our hands and common seal on the date set forth below.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                        Title                           Date
    ---------                                        -----                           ----
(i) Principal Executive Officer:

       /s/ C. Richard Harrison                       Chief Executive Officer,        February 15, 2001
       -----------------------
       C. Richard Harrison                           President and Director

(ii)   Principal Financial and Accounting Officer:

       /s/ Edwin J. Gillis                           Executive Vice President,       February 15, 2001
       -------------------
       Edwin J. Gillis                               Chief Financial Officer and
                                                     Treasurer
3
Signature                               Title                   Date
          ---------                               -----                   ----
(iii)     Board of Directors:

          /s/ Noel G. Posternak                 Chairman of the        February 15, 2001
          -----------------------------
          Noel G. Posternak                     Board of Directors

          /s/ C. Richard Harrison               Director               February 15, 2001
          -----------------------------
          C. Richard Harrison

          /s/ Robert N. Goldman                 Director               February 15, 2001
          -----------------------------
          Robert N. Goldman

          /s/ Donald K. Grierson                Director               February 15, 2001
          -----------------------------
          Donald K. Grierson

          /s/ Oscar B. Marx, III                Director               February 15, 2001
          -----------------------------
          Oscar B. Marx, III

          /s/ Michael E. Porter                 Director               February 15, 2001
          ------------------------------
          Michael E. Porter
4
EXHIBIT INDEX

Exhibit
Number        Description
------        -----------

4.1(a)        Restated Articles of Organization of Parametric Technology
              Corporation adopted February 4, 1993 (filed as Exhibit 3.1 to our
              Quarterly Report on Form 10-Q for the fiscal quarter ended March
              30, 1996 (File No. 0-18059) and incorporated herein by reference).

4.1(b)        Articles of Amendment to Restated Articles of Organization adopted
              February 8, 1996 (filed as Exhibit 4.1(b) to our Registration
              Statement on Form S-8 (Registration No. 333-01297) and
              incorporated herein by reference).

4.1(c)        Articles of Amendment to Restated Articles of Organization adopted
              February 13, 1997 (filed as Exhibit 4.1(b) to our Registration
              Statement on Form S-8 (Registration No. 333-22169) and
              incorporated herein by reference).

4.1(d)        Articles of Amendment to Restated Articles of Organization adopted
              February 10, 2000 (filed as Exhibit 3.1 to our Quarterly Report on
              Form 10-Q for the fiscal quarter ended April 1, 2000 (File No. 0-
              18059) and incorporated herein by reference).

4.1(e)        Certificate of Vote of Directors establishing Series A Junior
              Preferred Stock (filed as Exhibit 3.1(e) to our Annual Report on
              Form 10-K for the fiscal year ended September 30, 2000 (File No.
              0-18059) and incorporated herein by reference).

4.2           By-Laws, as amended and restated (filed as Exhibit 3.2 to our
              Annual Report on Form 10-K for the fiscal year ended September 30,
              2000 (File No. 0-18059) and incorporated herein by reference).

4.3           Rights Agreement effective as of January 5, 2001 between
              Parametric Technology Corporation and American Stock Transfer &
              Trust Company (filed as Exhibit 4.2 to our Annual Report on Form
              10-K for the fiscal year ended September 30, 2000 (File No. 0-
              18059) and incorporated herein by reference).

5.1           Opinion of Palmer & Dodge LLP as to the legality of the securities
              registered hereunder; filed herewith.

23.1          Consent of Palmer & Dodge LLP (included in Exhibit 5.1).

23.2          Consent of PricewaterhouseCoopers LLP; filed herewith.

24.1          Power of Attorney (contained on the signature page hereto).