<HTML>
<HEAD>
 <TITLE>FORM S-8</TITLE>
</HEAD>
<BODY BGCOLOR="#FFFFFF">
 <P ALIGN=center>As filed with the Securities and Exchange Commission
 <BR>
 on February 16, 2000</P>
 <P ALIGN=right>Registration No. 333-______</P>
 <HR WIDTH=100% NOSHADE SIZE="2"> <P ALIGN=center>SECURITIES AND EXCHANGE
   COMMISSION
 <BR>
 Washington, D.C. 20549</P>
 <P ALIGN=center>FORM S-8</P>
 <P ALIGN=center>REGISTRATION STATEMENT UNDER
 <BR>
 THE SECURITIES ACT OF 1933</P>
 <P ALIGN=center>PARAMETRIC TECHNOLOGY CORPORATION <HR NOSHADE ALIGN="right"
   WIDTH="100%" SIZE="1"><DIV ALIGN="center">(Exact name of registrant as
   specified in its charter)</DIV>
 <P></P>
 <TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
   <TH></TH>
   <TH></TH>
  </TR>
  <TR VALIGN="BOTTOM">
   <TD WIDTH="50%" ALIGN="LEFT" HEIGHT="18"> <DIV
     ALIGN="center">Massachusetts</DIV>
   </TD>
   <TD WIDTH="50%" ALIGN="CENTER" HEIGHT="18"> <DIV
     ALIGN="center">04-2866152</DIV>
   </TD>
  </TR>
  <TR VALIGN="BOTTOM">
   <TD ALIGN="LEFT" WIDTH="50%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="center">
     </TD>
   <TD ALIGN="CENTER" WIDTH="50%"> <HR WIDTH=80% NOSHADE SIZE="1"> </TD>
  </TR>
  <TR VALIGN="BOTTOM">
   <TD ALIGN="LEFT" WIDTH="50%"> <DIV ALIGN="center">(State or other
     jurisdiction of</DIV>
   </TD>
   <TD ALIGN="CENTER" WIDTH="50%"> <DIV ALIGN="center">(I.R.S. Employer
     Identification No.)</DIV>
   </TD>
  </TR>
  <TR VALIGN="BOTTOM">
   <TD ALIGN="LEFT" WIDTH="50%"> <DIV ALIGN="center">incorporation or
     organization</DIV>
   </TD>
   <TD WIDTH="50%"></TD>
  </TR>
 </TABLE>
 <P ALIGN=center> Technology Drive, Waltham, MA 02453
 <BR>
 <HR WIDTH=100% NOSHADE SIZE="1"><DIV ALIGN="center">(Address of Principal
   Executive Offices) (Zip Code) </DIV>
 <P ALIGN=center>2000 EQUITY INCENTIVE PLAN
 <BR>
 <HR WIDTH=100% NOSHADE SIZE="1"><DIV ALIGN="center">(Full title of Plan) </DIV>
 <P ALIGN=center>Edwin J. Gillis
 <BR>
 Executive Vice President, Chief Financial Officer and Treasurer
 <BR>
 Parametric Technology Corporation
 <BR>
 128 Technology Drive
 <BR>
 Waltham, Massachusetts 02453
 <BR>
 <HR WIDTH=100% NOSHADE SIZE="1"><DIV ALIGN="center">(Name and address of agent
   for service) </DIV>
 <P ALIGN=center>(781) 398-5000 <HR WIDTH=100% NOSHADE SIZE="1"><DIV
   ALIGN="center">(Telephone number, including area code, of agent for service)
   </DIV>
 <P ALIGN=center>CALCULATION OF REGISTRATION FEE </P>

 <TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
   <TH COLSPAN="2"> <DIV ALIGN="left">Title of securities
   <BR>
   to be registered</DIV>
   <HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE ALIGN="left"> </TH>
   <TH COLSPAN="2"> <DIV ALIGN="left">Amount to be
   <BR>
   registered</DIV>
   <HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE ALIGN="left"> </TH>
   <TH COLSPAN="2"> <DIV ALIGN="left">Proposed
   <BR>
   maximum offering
   <BR>
   price per share</DIV>
   <HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE ALIGN="left"> </TH>
   <TH COLSPAN="2"> <DIV ALIGN="left">Proposed
   <BR>
   maximum aggregate
   <BR>
   offering price</DIV>
   <HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE ALIGN="left"> </TH>
   <TH COLSPAN="2"> <DIV ALIGN="left">Amount of
   <BR>
   registration fee</DIV>
   <HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE ALIGN="left"> </TH>
  </TR>
  <TR VALIGN="BOTTOM">
   <TD WIDTH="18%" ALIGN="LEFT">Common Stock,</TD>
   <TD WIDTH="3%" ALIGN="LEFT">&nbsp;</TD>
   <TD WIDTH="21%" ALIGN="center">11,500,000 shares <SUP>1</SUP>
   </TD>
   <TD WIDTH="3%" ALIGN="LEFT">&nbsp;</TD>
   <TD WIDTH="17%" ALIGN="center">$ 22.34375<SUP>2</SUP>
   </TD>
   <TD WIDTH="3%" ALIGN="LEFT">&nbsp;</TD>
   <TD WIDTH="17%" ALIGN="center">$256,953,125<SUP>2</SUP>
   </TD>
   <TD WIDTH="3%" ALIGN="LEFT">&nbsp;</TD>
   <TD WIDTH="13%" ALIGN="center" NOWRAP>$ 67,836</TD>
   <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD>
  </TR>
  <TR VALIGN="BOTTOM">
   <TD ALIGN="LEFT">$.01 par value</TD>
   <TD ALIGN="LEFT">&nbsp;</TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=100% COLSPAN="2"> <HR WIDTH=100% NOSHADE SIZE="1"> </TD>
  </TR>
  <TR VALIGN=TOP>
   <TD WIDTH=3%>(1) </TD>
   <TD WIDTH=97%> <P>This Registration Statement registers shares to be offered
     by us pursuant to our 2000 Equity Incentive Plan. </P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=3%>(2) </TD>
   <TD WIDTH=97%> <P>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 10,
     2000. </P>
   </TD>
  </TR>
 </TABLE>
 <P>PART II</P>
 <P ALIGN=JUSTIFY>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
 <P><U>Item 3. Incorporation of Documents by Reference. </U>
 <BR>
 </P>
 <P>The following documents filed with the Securities and Exchange Commission
   (the "Commission") are incorporated herein by reference:</P>
 <BLOCKQUOTE> <P>(a) Our latest annual report on Form 10-K filed pursuant to
   Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
   (the "Exchange      Act"). </P>
 <P>(b) All other reports we have filed pursuant to Section 13(a) or 15(d) of
   the Exchange Act since the end of the fiscal year covered by the annual
   report referred to in (a) above.</P>
 <P> (c) The description of our Common Stock, par value $.01 per share (the
   "Common      Stock"), contained in our registration statement on Form 8-A,
   filed with the Commission on October 26, 1989, under the Exchange Act,
   including any amendment or report filed for the purpose of updating such
   description. </P>
 </BLOCKQUOTE>
 <P>All documents filed after the date of this Registration Statement by us
   pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior
   to the filing of a post-effective amendment that indicates that all shares
   of Common Stock offered hereunder have been sold or which deregisters all
   shares of Common Stock remaining unsold shall be deemed to be incorporated
   by reference herein and to be a part hereof from the date of the filing of
   such reports and documents.</P>
 <P><U>Item 4. Description of Securities.</U> </P>
 <P>Not applicable.</P>
 <P><U>Item 5. Interests of Named Experts and Counsel.</U></P>
 <P> Not applicable.</P>
 <P><U>Item 6. Indemnification of Directors and Officers.</U> </P>
 <P>Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
   provides that a corporation may indemnify its directors and officers to the
   extent specified in or authorized by (i) the articles of organization, (ii)
   a by-law adopted by the stockholders, or (iii) a vote adopted by the holders
   of a majority of the shares of stock entitled to vote on the election of
   directors. In all instances, the extent to which a corporation provides
   indemnification to its directors and officers under Section 67 is optional.
   In its Restated Articles of Organization, we have elected to commit to
   provide indemnification to our directors and officers in specified
   circumstances. Generally, Article 6 of our Restated Articles of Organization
   provides that we shall indemnify our directors and officers against
   liabilities and expenses arising out of legal proceedings brought against
   them by reason of their status or service as directors or officers or by
   reason of their agreeing to serve, at our request, as a director or officer
   of, or in a similar capacity with, another organization or in any capacity
   with respect to any of our employee benefit plans. Under this provision, we
   indemnify our directors or officers for all expenses, judgments, fines and
   amounts paid in settlement of such proceedings, even if the director or
   officer is not successful on the merits, if the director or officer acted in
   good faith and in a manner he or she reasonably believed to be in our best
   interests.</P>
 <P>Our Restated Articles of Organization establish the presumption that the
   director or officer has met the applicable standard of conduct required for
   indemnification. The indemnification described above shall be made unless
   the Board of Directors or independent counsel determines that the applicable
   standard of conduct has not been met. Such a determination may be made by a
   majority of a quorum of the directors, independent legal counsel, the
 stockholders, or a court of competent jurisdiction. The Board of Directors
   shall authorize advancing litigation expenses to a director or officer at
   his request upon receipt of an undertaking by such director or officer to
   repay such expenses if it is ultimately determined that he is not entitled
   to indemnification for such expenses.</P>
 <P>Our Restated Articles of Organization also provide that, in the event of a
   determination by the Board of Directors or independent legal counsel that a
   director or officer did not meet the standard of conduct required for
   indemnification, or if we fail to make an indemnification payment or an
   advance of expenses within 60 days after such payment is claimed by a
   director or officer, such director or officer may petition a court to make
   an independent determination of whether such director or officer is entitled
   to indemnification. Our Restated Articles of Organization explicitly provide
   for partial indemnification of costs and expenses in the event that a
   director or officer is not entitled to full indemnification.</P>
 <P>Article 6 of our Restated Articles of Organization also eliminates the
   personal liability of our directors to us or our stockholders for monetary
   damages for breach of a director's fiduciary duty, except to the extent
   Chapter 156B of the Massachusetts General laws prohibits the elimination or
   limitation of such liability.</P>
 <P><U>Item 7. Exemption from Registration Claimed.</U>
 <BR>

 <BR>
 Not Applicable.</P>
 <P><U>Item 8. Exhibits. </U></P>
 <P>See Exhibit Index immediately following signature pages.</P>
 <P><U>Item 9. Undertakings.</U></P>
 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) We hereby
   undertake: </P>
 <BLOCKQUOTE> <BLOCKQUOTE> <P>(1) To file, during any period in which offers or
   sales are being made, a post-effective amendment to this registration
   statement: </P>
 <BLOCKQUOTE> <P>(i) To include any prospectus required by Section 10(a)(3) of
   the Securities Act of 1933; </P>
 <P>(ii) To reflect in the prospectus any facts or events arising after the
   effective date of this Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represents a fundamental change in the information set forth in this
   Registration Statement;</P>
 <P> (iii) To include any material information with respect to the plan of
   distribution not previously disclosed in this Registration Statement or any
   material change to such information in this Registration Statement;
   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by us pursuant to
   Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in this Registration Statement. </P>
 </BLOCKQUOTE>
 <P>(2) That, for the purpose of determining any liability under the Securities
   Act of 1933, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof. </P>
 <P>(3) To remove from registration by means of a post-effective amendment any
   of the securities being registered which remain unsold at the termination of
   the offering. </P>
 <P ALIGN="center">3 </P>
 </BLOCKQUOTE>
 </BLOCKQUOTE>
 <P></P>
 <BLOCKQUOTE> <P>(b) We hereby undertake that, for purposes of determining any
   liability under the Securities Act of 1933, each filing of our annual report
   pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
   1934 that is incorporated by reference in this Registration Statement shall
   be deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof. </P>
 </BLOCKQUOTE>
 <P>(c) Insofar as indemnification for liabilities arising under the Securities
   Act of 1933 may be permitted to our directors, officers and controlling
   persons pursuant to the provisions referred to in Item 6 hereof, or
   otherwise, we have been advised that in the opinion of the Securities and
   Exchange Commission such indemnification is against public policy as
   expressed in the Act and is, therefore, unenforceable. In the event that a
   claim for indemnification against such liabilities (other than the payment
   by us of expenses incurred or paid by our directors, officers or controlling
   persons in the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in connection with
   the securities being registered, we will, unless in the opinion of our
   counsel the matter has been settled by controlling precedent, submit to a
   court of appropriate jurisdiction the question whether such indemnification
   by us is against public policy as expressed in the Act and will be governed
   by the final adjudication of such issue.</P>
 <P ALIGN=center>4</P>
 <P></P>
 <P ALIGN=center><U>SIGNATURES</U></P>
 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the
   Securities Act of 1933, as amended, we certify that we have reasonable
   grounds to believe that it meets all of the requirements for filing on Form
   S-8 and has duly caused this Registration Statement to be signed on our
   behalf by the undersigned, thereunto duly authorized, in the City of
   Waltham, Massachusetts, on the 10th day of February, 2000. </P>

 <TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
  <TR>
   <TD WIDTH="50%">&nbsp;</TD>
   <TD>PARAMETRIC TECHNOLOGY CORPORATION </TD>
  </TR>
  <TR>
   <TD WIDTH="50%">&nbsp;</TD>
   <TD>&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="50%">&nbsp;</TD>
   <TD>By:&nbsp;/s/ Steven C. Walske</TD>
  </TR>
  <TR>
   <TD WIDTH="50%">&nbsp;</TD>
   <TD> <HR WIDTH=90% NOSHADE SIZE="1"> </TD>
  </TR>
  <TR>
   <TD WIDTH="50%">&nbsp;</TD>
   <TD NOWRAP> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steven C. Walske
   <BR>
   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer and Chairman of
     the Board </TD>
  </TR>
 </TABLE>
 <P ALIGN=center><U>POWER OF ATTORNEY</U></P>
 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of
   Parametric Technology Corporation, hereby severally constitute Edwin J.
   Gillis, David R. Friedman, Esq., and Mathew 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. </P>
 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WITNESS our hands and common seal on the date
   set forth below. </P>
 <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </P>
 <TABLE WIDTH="90%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
  <TR>
   <TD WIDTH="4%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="44%"> <DIV ALIGN="center"><U>Signature </U></DIV>
   </TD>
   <TD WIDTH="29%"> <DIV ALIGN="center"><U>Title </U></DIV>
   </TD>
   <TD WIDTH="23%"> <DIV ALIGN="center"><U>Date </U></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="44%">&nbsp;</TD>
   <TD WIDTH="29%">&nbsp;</TD>
   <TD WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">(i) </TD>
   <TD WIDTH="44%">Principal Executive Officer:</TD>
   <TD WIDTH="29%">&nbsp;</TD>
   <TD WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="44%">&nbsp;</TD>
   <TD WIDTH="29%">&nbsp;</TD>
   <TD WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="44%">/s/ Steven C. Walske </TD>
   <TD WIDTH="29%">Chief Executive Officer</TD>
   <TD WIDTH="23%"> <DIV ALIGN="right">February 10, 2000 </DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD VALIGN="top" WIDTH="44%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left">
     Steven C. Walske </TD>
   <TD WIDTH="29%" VALIGN="top"> and Chairman of the Board </TD>
   <TD VALIGN="top" WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="44%">&nbsp;</TD>
   <TD WIDTH="29%">&nbsp;</TD>
   <TD WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">(ii) </TD>
   <TD WIDTH="44%" NOWRAP>Principal Financial and Accounting Officer: </TD>
   <TD WIDTH="29%">&nbsp;</TD>
   <TD WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="44%">&nbsp;</TD>
   <TD WIDTH="29%">&nbsp;</TD>
   <TD WIDTH="23%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="44%">/s/ Edwin J. Gillis</TD>
   <TD WIDTH="29%">Executive Vice President,</TD>
   <TD WIDTH="23%"> <DIV ALIGN="right">February 10, 2000 </DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD VALIGN="top" WIDTH="44%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left">
     Edwin J. Gillis </TD>
   <TD WIDTH="29%" VALIGN="top"> Chief Financial Officer and
   <BR>
   Treasurer</TD>
   <TD VALIGN="top" WIDTH="23%">&nbsp;</TD>
  </TR>
 </TABLE>
 <P ALIGN="center">5</P>
 <P> </P>
 <P>&nbsp;</P>
 <TABLE WIDTH="90%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
  <TR>
   <TD WIDTH="4%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="45%"> <DIV ALIGN="center"><U>Signature</U></DIV>
   </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"><U>Title </U></DIV>
   </TD>
   <TD WIDTH="21%"> <DIV ALIGN="center"><U>Date</U></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp;</TD>
   <TD WIDTH="30%">&nbsp;</TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">(iii) </TD>
   <TD WIDTH="45%">Board of Directors:</TD>
   <TD WIDTH="30%">&nbsp;</TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp;</TD>
   <TD WIDTH="30%">&nbsp;</TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/ Steven C. Walske</TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> Steven C.
     Walske </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp;</TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/ C. Richard Harrison </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> C. Richard
     Harrison </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp;</TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/Robert N. Goldman </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> Robert N.
     Goldman </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp;</TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/Donald K. Grierson </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> Donald K.
     Grierson </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp; </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/ Noel G. Posternak </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> Noel G.
     Posternak </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp; </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/ Michael E. Porter </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> Michael E.
     Porter </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp; </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">/s/ Oscar B. Marx, III </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center">Director</DIV>
   </TD>
   <TD WIDTH="21%">February 10, 2000</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%"> <HR WIDTH=80% NOSHADE SIZE="1" ALIGN="left"> Oscar B. Marx,
     III </TD>
   <TD WIDTH="30%" VALIGN="top"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%" VALIGN="top">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="4%">&nbsp;</TD>
   <TD WIDTH="45%">&nbsp; </TD>
   <TD WIDTH="30%"> <DIV ALIGN="center"></DIV>
   </TD>
   <TD WIDTH="21%">&nbsp;</TD>
  </TR>
 </TABLE>
 <P ALIGN="center">6</P>
 <P> </P>
 <P ALIGN=center>EXHIBIT INDEX</P>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10% HEIGHT="37">Exhibit
   <BR>
   <U>Number</U> </TD>
   <TD WIDTH=90% HEIGHT="37" VALIGN="bottom"><U>Description </U></TD>
  </TR>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>&nbsp; </TD>
   <TD WIDTH=90%>&nbsp; </TD>
  </TR>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>4.1(a) </TD>
   <TD WIDTH=90%> <P>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
     and incorporated herein by reference). </P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>4.1(b) </TD>
   <TD WIDTH=90%> <P>Articles of Amendment to Restated Articles of Organization
     adopted February 9, 1996 (filed as Exhibit 4.1(b) to our Registration
     Statement on Form S-8 (Registration No. 333-01297) and incorporated herein
     by reference). </P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>4.1(c) </TD>
   <TD WIDTH=90%> <P> 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).</P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>4.2 </TD>
   <TD WIDTH=90%><P>By-Laws, as amended and restated (filed as Exhibit 3.2 to
     our Annual Report on Form 10-K, filed on December 29, 1999 and
     incorporated herein by reference). </P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>5.1 </TD>
   <TD WIDTH=90%> <P>Opinion of Palmer & Dodge LLP as to the legality of the
     securities registered hereunder (filed herewith). </P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>23.1 </TD>
   <TD WIDTH=90%> <P>Consent of Palmer & Dodge LLP (included in Exhibit 5.1)
     (filed herewith). </P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>23.2 </TD>
   <TD WIDTH=90%> <P>Consent of PricewaterhouseCoopers LLP (filed herewith).</P>
   </TD>
  </TR>
 </TABLE>
 <P>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
  <TR VALIGN=TOP>
   <TD WIDTH=10%>24.1 </TD>
   <TD WIDTH=90%><P>Power of Attorney (contained on the signature page hereto).
     </P>
   </TD>
  </TR>
 </TABLE>
 </BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26442}]
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FORM S-8
As filed with the Securities and Exchange Commission
on February 16, 2000
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
Technology Drive, Waltham, MA 02453
(Address of Principal
   Executive Offices) (Zip Code)
2000 EQUITY INCENTIVE PLAN
(Full title of Plan)
Edwin J. Gillis
Executive Vice President, Chief Financial Officer and Treasurer
Parametric Technology Corporation
128 Technology Drive
Waltham, Massachusetts 02453
(Name and address of agent
   for service)
(781) 398-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered
Proposed
maximum offering
price per share
Proposed
maximum aggregate
offering price
Amount of
registration fee
Common Stock,
11,500,000 shares
1
$ 22.34375
2
$256,953,125
2
$ 67,836
$.01 par value
(1)
This Registration Statement registers shares to be offered
     by us pursuant to our 2000 Equity Incentive Plan.
(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 10,
     2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
   (the "Commission") are incorporated herein by reference:
(a) Our latest annual report on Form 10-K filed pursuant to
   Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
   (the "Exchange      Act").
(b) All other reports we have filed pursuant to Section 13(a) or 15(d) of
   the Exchange Act since the end of the fiscal year covered by the annual
   report referred to in (a) above.
(c) The description of our Common Stock, par value $.01 per share (the
   "Common      Stock"), contained in our registration statement on Form 8-A,
   filed with the Commission on October 26, 1989, under the Exchange Act,
   including any amendment or report filed for the purpose of updating such
   description.
All documents filed after the date of this Registration Statement by us
   pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior
   to the filing of a post-effective amendment that indicates that all shares
   of Common Stock offered hereunder have been sold or which deregisters all
   shares of Common Stock remaining unsold shall be deemed to be incorporated
   by reference herein and to be a part hereof from the date of the filing of
   such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
   provides that a corporation may indemnify its directors and officers to the
   extent specified in or authorized by (i) the articles of organization, (ii)
   a by-law adopted by the stockholders, or (iii) a vote adopted by the holders
   of a majority of the shares of stock entitled to vote on the election of
   directors. In all instances, the extent to which a corporation provides
   indemnification to its directors and officers under Section 67 is optional.
   In its Restated Articles of Organization, we have elected to commit to
   provide indemnification to our directors and officers in specified
   circumstances. Generally, Article 6 of our Restated Articles of Organization
   provides that we shall indemnify our directors and officers against
   liabilities and expenses arising out of legal proceedings brought against
   them by reason of their status or service as directors or officers or by
   reason of their agreeing to serve, at our request, as a director or officer
   of, or in a similar capacity with, another organization or in any capacity
   with respect to any of our employee benefit plans. Under this provision, we
   indemnify our directors or officers for all expenses, judgments, fines and
   amounts paid in settlement of such proceedings, even if the director or
   officer is not successful on the merits, if the director or officer acted in
   good faith and in a manner he or she reasonably believed to be in our best
   interests.
Our Restated Articles of Organization establish the presumption that the
   director or officer has met the applicable standard of conduct required for
   indemnification. The indemnification described above shall be made unless
   the Board of Directors or independent counsel determines that the applicable
   standard of conduct has not been met. Such a determination may be made by a
   majority of a quorum of the directors, independent legal counsel, the
 stockholders, or a court of competent jurisdiction. The Board of Directors
   shall authorize advancing litigation expenses to a director or officer at
   his request upon receipt of an undertaking by such director or officer to
   repay such expenses if it is ultimately determined that he is not entitled
   to indemnification for such expenses.
Our Restated Articles of Organization also provide that, in the event of a
   determination by the Board of Directors or independent legal counsel that a
   director or officer did not meet the standard of conduct required for
   indemnification, or if we fail to make an indemnification payment or an
   advance of expenses within 60 days after such payment is claimed by a
   director or officer, such director or officer may petition a court to make
   an independent determination of whether such director or officer is entitled
   to indemnification. Our Restated Articles of Organization explicitly provide
   for partial indemnification of costs and expenses in the event that a
   director or officer is not entitled to full indemnification.
Article 6 of our Restated Articles of Organization also eliminates the
   personal liability of our directors to us or our stockholders for monetary
   damages for breach of a director's fiduciary duty, except to the extent
   Chapter 156B of the Massachusetts General laws prohibits the elimination or
   limitation of such liability.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index immediately following signature pages.
Item 9. Undertakings.
(a) We hereby
   undertake:
(1) To file, during any period in which offers or
   sales are being made, a post-effective amendment to this registration
   statement:
(i) To include any prospectus required by Section 10(a)(3) of
   the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
   effective date of this Registration Statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represents a fundamental change in the information set forth in this
   Registration Statement;
(iii) To include any material information with respect to the plan of
   distribution not previously disclosed in this Registration Statement or any
   material change to such information in this Registration Statement;
   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by us pursuant to
   Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
   incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
   Act of 1933, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
   of the securities being registered which remain unsold at the termination of
   the offering.
3
(b) We hereby undertake that, for purposes of determining any
   liability under the Securities Act of 1933, each filing of our annual report
   pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
   1934 that is incorporated by reference in this Registration Statement shall
   be deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
   Act of 1933 may be permitted to our directors, officers and controlling
   persons pursuant to the provisions referred to in Item 6 hereof, or
   otherwise, we have been advised that in the opinion of the Securities and
   Exchange Commission such indemnification is against public policy as
   expressed in the Act and is, therefore, unenforceable. In the event that a
   claim for indemnification against such liabilities (other than the payment
   by us of expenses incurred or paid by our directors, officers or controlling
   persons in the successful defense of any action, suit or proceeding) is
   asserted by such director, officer or controlling person in connection with
   the securities being registered, we will, unless in the opinion of our
   counsel the matter has been settled by controlling precedent, submit to a
   court of appropriate jurisdiction the question whether such indemnification
   by us is against public policy as expressed in the Act and will be governed
   by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the
   Securities Act of 1933, as amended, we certify that we have reasonable
   grounds to believe that it meets all of the requirements for filing on Form
   S-8 and has duly caused this Registration Statement to be signed on our
   behalf by the undersigned, thereunto duly authorized, in the City of
   Waltham, Massachusetts, on the 10th day of February, 2000.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Steven C. Walske
Steven C. Walske
Chief Executive Officer and Chairman of
     the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of
   Parametric Technology Corporation, hereby severally constitute Edwin J.
   Gillis, David R. Friedman, Esq., and Mathew 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/ Steven C. Walske
Chief Executive Officer
February 10, 2000
Steven C. Walske
and Chairman of the Board
(ii)
Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis
Executive Vice President,
February 10, 2000
Edwin J. Gillis
Chief Financial Officer and
Treasurer
5
Signature
Title
Date
(iii)
Board of Directors:
/s/ Steven C. Walske
Director
February 10, 2000
Steven C.
     Walske
/s/ C. Richard Harrison
Director
February 10, 2000
C. Richard
     Harrison
/s/Robert N. Goldman
Director
February 10, 2000
Robert N.
     Goldman
/s/Donald K. Grierson
Director
February 10, 2000
Donald K.
     Grierson
/s/ Noel G. Posternak
Director
February 10, 2000
Noel G.
     Posternak
/s/ Michael E. Porter
Director
February 10, 2000
Michael E.
     Porter
/s/ Oscar B. Marx, III
Director
February 10, 2000
Oscar B. Marx,
     III
6
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
     and incorporated herein by reference).
4.1(b)
Articles of Amendment to Restated Articles of Organization
     adopted February 9, 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).
4.2
By-Laws, as amended and restated (filed as Exhibit 3.2 to
     our Annual Report on Form 10-K, filed on December 29, 1999 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)
     (filed herewith).
23.2
Consent of PricewaterhouseCoopers LLP (filed herewith).
24.1
Power of Attorney (contained on the signature page hereto).