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 *
CUNNINGHAM PAUL J
   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, Worldwide Sales
(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 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 11/02/2006   M   16,000 A $ 4.975 183,883 D  
Common Stock 11/02/2006   M   28,000 A $ 4.975 211,883 D  
Common Stock 11/02/2006   S   16,000 (14) D $ 18.4853 195,883 D  
Common Stock 11/02/2006   S   28,000 (14) D $ 18.71 167,883 D  
Common Stock 11/02/2006   S   4,907 (15) D $ 18.4853 162,976 D  
Common Stock 11/02/2006   S   5,333 (15) D $ 18.4853 157,643 (1) D  

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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) $ 4.975 11/02/2006   M     44,000   (2) 02/13/2013 Common Stock 44,000 $ 0 75,999 (3) D  
Employee stock option (right to buy) $ 36.4063 11/02/2006   M   0 (4)     (5) 07/20/2008 Common Stock 60,000 $ 0 60,000 (3) D  
Employee stock option (right to buy) $ 24.8438 11/02/2006   M   0 (4)     (6) 09/10/2008 Common Stock 35,000 $ 0 35,000 (3) D  
Employee stock option (right to buy) $ 23.3595 11/02/2006   M   0 (4)     (7) 05/18/2010 Common Stock 99,999 $ 0 99,999 (3) D  
Employee stock option (right to buy) $ 31.25 11/02/2006   M   0 (4)     (8) 11/17/2010 Common Stock 12,000 $ 0 12,000 (3) D  
Employee stock option (right to buy) $ 12.575 11/02/2006   M   0 (4)     (9) 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)     (10) 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)     (11) 02/13/2013 Common Stock 89,999 $ 0 89,999 (3) D  
Employee stock option (right to buy) $ 11.475 11/02/2006   M   0 (4)     (12) 03/03/2014 Common Stock 119,999 $ 0 119,999 (3) D  
Employee stock option (right to buy) $ 34.0625 11/02/2006   M   0 (4)     (13) 08/03/2008 Common Stock 62,000 $ 0 62,000 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CUNNINGHAM PAUL J
C/O PARAMETRIC TECHNOLOGY CORP
140 KENDRICK STREET
NEEDHAM, MA 02494		       EVP, Worldwide Sales  

Signatures

 Christopher J. MacKrell pursuant to power of attorney filed July 29, 2005   11/06/2006
**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 53,333 shares on 2/13/2004, 53,333 shares on 2/13/2005 and 53,333 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 914,995 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 7/20/1998, exercisable in four equal annual installments of 15,000 shares each beginning on 7/20/1999, the first anniversary of the date of grant.
(6) Employee stock option granted 9/10/1998, exercisable in four equal annual installments of 10,000 shares each beginning on 9/10/1999,the first anniversary of the date of grant.
(7) Employee stock option granted 5/18/2000, exercisable as to 25,000 shares on 5/18/2001, 25,000 shares on 5/18/2002, 25,000 shares on 5/18/2003 and 24,999 shares on 5/18/2004.
(8) Employee stock option granted 11/17/2000, exercisable in four equal annual installments of 3,000 shares each beginning 11/17/2001, the first anniversary of the date of grant.
(9) Employee stock option granted 9/20/2001, exercisable in four equal annual installments of 50,000 shares each beginning 9/20/2002, the first anniversary of the date of grant.
(10) Employee stock option granted 5/30/2002, exercisable as to 40,000 shares on 5/30/2003, 40,000 shares on 5/30/2004, 40,001 shares on 5/30/2005 and 39,998 shares on 5/30/2006.
(11) 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.
(12) 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.
(13) Employee stock option granted 8/3/1998, exercisable as to 15,501 shares on 8/3/1999, 15,500 shares on 8/3/2000, 15,500 shares on 8/3/2001 and 15,499 shares on 8/3/2002.
(14) Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan.
(15) Shares sold pursuant to a pre-established Rule 10b5-1(c) trading plan that provided for the sale at market prices of a specified percentage of the Reporting Person's July 27, 2005 restricted stock award in order to satisfy current tax withholding obligations associated with the vesting of a portion of such restricted stock award

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