Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One): [X] Form 10-K  [_] Form 11-K  [_] Form 20-F
             [_] Form 10-Q  [_] Form N-SAR

              For Period Ended: September 30, 2002

[_]  Transition Report on Form 10-K
[_]  Transition Report on Form 20-F
[_]  Transition Report on Form 11-K
[_]  Transition Report on Form 10-Q
[_]  Transition Report on Form N-SAR
For the Transition Period Ended:

 Read Instructions (on back page) Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:



     Parametric Technology Corporation
Full Name of Registrant

Former Name if Applicable

     140 Kendrick Street
Address of Principal Executive Office (Street and Number)

     Needham, Massachusetts  02494
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a)    The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or

[X]  (b)    The subject annual report, semi-annual report, transition
            report on Form 10-K, Form 20-F, 11-K, or Form N-SAR, or
            portion thereof, will be filed on or before the fifteenth
            calendar day following the prescribed due date; or the subject
            quarterly report or transition report on Form 10-Q, or portion
            thereof, will be filed on or before the fifth calendar day
            following the prescribed due date; and

     (c)    The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed)

Additional time will be needed for the Registrant to complete the preparation of
its Annual Report on Form 10-K for the fiscal year ended September 30, 2002. The
extension is needed to permit the Registrant to complete its analysis of the
maintenance revenues from its services contracts. This analysis was undertaken
in connection with the Registrant's implementation of a more sophisticated
automated accounting system. The Registrant has preliminarily identified
approximately $20 to $25 million of previously recognized maintenance revenue
which should have been deferred and recognized in fiscal 2003 and later periods.
The Registrant expects to report a corresponding reduction in maintenance
revenue in prior periods, primarily in fiscal year 2002. The Registrant
currently plans to file its Form 10-K by the 15th calendar day following the
prescribed due date of the Form 10-K, as contemplated by Rule 12b-25(b)(2).


(1)  Name and telephone number of person to contact in regard to this

     Thomas L. Beaudoin                 (781)               370-5000
------------------------------       -----------      ------------------
         (Name)                      (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No


(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                        Parametric Technology Corporation
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  December 31, 2002           By:   /s/  Thomas L. Beaudoin
                                     Thomas L. Beaudoin, Senior Vice President,
                                     Finance and Acting Chief Financial Officer



(3) The Registrant is in the process of confirming the affect of its analysis
described in Part III above on its fiscal 2002 services revenue. In its release
dated October 15, 2002, the Registrant announced total revenue for its fiscal
year ended September 30, 2002 of $753.9 million, compared to $940.3 million for
its fiscal year ended September 30, 2001, and a net loss for fiscal 2002 of $75
million, or $0.29 per diluted share, compared to a net loss of $8.2 million, or
$0.03 per diluted share, for fiscal 2001. These amounts do not give effect to
any adjustment resulting from completion of the analysis described in Part III
above and will change to the extent there are adjustments to maintenance service
revenues for fiscal years 2002 and 2001.