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 *
HEPPELMANN JAMES E
   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
_____ Officer (give title below) __X__ Other (specify below)
EVP & Chief Product Officer
(Last)
(First)
(Middle)
C/O PARAMETRIC TECHNOLOGY CORP, 140 KENDRICK ST.		 3. Date of Earliest Transaction (Month/Day/Year)
07/27/2006
(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 07/27/2006   M   10,000 A $ 4.975 262,303 D  
Common Stock 07/27/2006   S   10,000 (1) D $ 15 252,303 (2) 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 07/27/2006   M     10,000 (2)   (3) 02/13/2013 Common Stock 10,000 $ 0 89,999 (4) D  
Employee stock option (right to buy) $ 36.4063 07/27/2006   M   0 (5)     (6) 07/20/2008 Common Stock 6,000 $ 0 6,000 (4) D  
Employee stock option (right to buy) $ 34.0625 07/27/2006   M   0 (5)     (7) 08/03/2008 Common Stock 4,200 $ 0 4,200 (4) D  
Employee stock option (right to buy) $ 24.8438 07/27/2006   M   0 (5)     (8) 09/10/2008 Common Stock 15,000 $ 0 15,000 (4) D  
Employee stock option (right to buy) $ 23.3595 07/27/2006   M   0 (5)     (9) 05/18/2010 Common Stock 100,000 $ 0 100,000 (4) D  
Employee stock option (right to buy) $ 31.25 07/27/2006   M   0 (5)     (10) 11/17/2010 Common Stock 40,000 $ 0 40,000 (4) D  
Employee stock option (right to buy) $ 12.575 07/27/2006   M   0 (5)     (11) 09/20/2011 Common Stock 200,000 $ 0 200,000 (4) D  
Employee stock option (right to buy) $ 8.5 07/27/2006   M   0 (5)     (12) 05/30/2012 Common Stock 159,999 $ 0 159,999 (4) D  
Employee stock option (right to buy) $ 4.975 07/27/2006   M   0 (5)     (13) 02/13/2013 Common Stock 119,999 $ 0 119,999 (4) D  
Employee stock option (right to buy) $ 11.475 07/27/2006   M   0 (5)     (14) 03/03/2014 Common Stock 119,999 $ 0 119,999 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HEPPELMANN JAMES E
C/O PARAMETRIC TECHNOLOGY CORP
140 KENDRICK ST.
NEEDHAM, MA 02494		       EVP & Chief Product Officer

Signatures

 /s/ James E. Heppelmann   07/28/2006
**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) Shares sold pursuant to a Rule 10b5-1(c) trading plan adopted on May 31, 2006.
(2) Adjusted to reflect the 2 for 5 reverse stock split of the company's Common Stock effective February 28, 2006.
(3) 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 (89,999 of which remain exercisable after reported transaction).
(4) 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 855,196 Options to purchase Common Stock of varying classes (i.e. varying exercise process and expiration dates).
(5) 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.
(6) Employee stock option granted 7/20/1998, exercisable as to 2,000 shares on each of 7/20/2000, 7/20/2001 and 7/20/2002.
(7) Employee stock option granted 8/3/1998, exercisable as to 1,400 shares on each of 8/3/2000, 8/3/2001, and 8/3/2002.
(8) Employee stock option granted 9/10/1998, exercisable as to 5,000 shares on each of 9/10/2000, 9/10/2001 and 9/10/2002.
(9) 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.
(10) Employee stock option granted 11/17/2000, exercisable in four equal annual installments of 10,000 shares each beginning on 11/17/2001, the first anniversary of the date of grant.
(11) 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.
(12) Employee stock option granted 5/30/2002, exercisable in annual installments of 40,000 shares each on 5/30/2003, 5/30/2004 and 5/30/2005, and as to 39,999 shares on 5/30/2006.
(13) Employee stock option granted 2/13/2003, exercisable in annual installments of 30,000 shares each on 2/13/2004, 2/13/2005 and 2/13/2006, and as to 29,999 shares on 2/13/2007.
(14) Employee stock option granted 3/3/2004, exercisable in annual installments of 30,000 shares each on 3/3/2005, 3/3/2006 and 3/3/2007, and as to 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.