Item 2.02. Results of Operations and Financial Condition.

On January 27, 2009, Parametric Technology Corporation issued a press release announcing results for its first fiscal quarter ended January 3, 2009. PTC also posted a copy of its supplemental prepared comments with respect to the completed quarter on the Investor Relations section of its website at www.ptc.com. A copy of the press release and a copy of the prepared comments are furnished herewith as Exhibits 99.1 and 99.2, respectively.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On January 27, 2009, Parametric Technology Corporation announced that it is reducing its workforce as part of its efforts to reduce its operating expenses in response to its reduced revenue expectations for the fiscal year ending September 30, 2009. PTC expects to record a restructuring charge of $15 million to $20 million in its second fiscal quarter ending April 4, 2009 for such reduction in force. The timing of the reductions in force will vary by country based on local legal requirements, but PTC expects that substantially all affected employees will be separated from PTC by end of the second fiscal quarter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 A copy of the press release issued by Parametric Technology Corporation on January 27, 2009 is furnished herewith.

99.2 A copy of the prepared comments posted by Parametric Technology Corporation to its website on January 27, 2009 is furnished herewith.

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