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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                 AMENDMENT NO. 2
                                       to
                                   SCHEDULE TO
                                  (RULE 13e-4)
                             TENDER OFFER STATEMENT
                                      UNDER
                          SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               -------------------

                        PARAMETRIC TECHNOLOGY CORPORATION
         (Name of Subject Company (Issuer) and Filing Person (Offeror))
                               -------------------

                        Options to Purchase Common Stock
                            par value $.01 per share
                         (Title of Class of Securities)
                               -------------------

                                    699173100
                      (CUSIP Number of Class of Securities)
                            (Underlying Common Stock)
                               -------------------

                             Cornelius F. Moses, III
              Executive Vice President and Chief Financial Officer
                        Parametric Technology Corporation
                               140 Kendrick Street
                          Needham, Massachusetts 02494
                                 (781) 370-5000
 (Name, address and telephone number of person authorized to receive notices and
                   communications on behalf of filing person)

                                    Copy to:
                               Matthew C. Dallett
                               Palmer & Dodge LLP
                              111 Huntington Avenue
                           Boston, Massachusetts 02199
                                 (617) 239-0100
                               -------------------


                            CALCULATION OF FILING FEE
- ---------------------------------------- ---------------------------------------
        Transaction Valuation                    Amount of Filing Fee
- ---------------------------------------- ---------------------------------------
            $13,724,051(1)                             $1,616(2)
- ------------------------

(1)   Calculated solely for purposes of determining the filing fee in accordance
      with Rule 457(o). The amount assumes the purchase from eligible employees
      of all outstanding eligible options to purchase shares of common stock of
      Parametric Technology Corporation (PTC) with an exercise price equal to or
      greater than $9.00 per share granted under the PTC 2000 Equity Incentive
      Plan, the PTC 1997 Incentive Stock Option Plan, the PTC 1997 Nonstatutory
      Stock Option Plan, the PTC 1987 Incentive Stock Option Plan, the
      Computervision Corporation 1992 Stock Option Plan, the Division Group PLC
      Approved Employee Share Option Scheme and the Division Group PLC
      Unapproved Employee Share Option Scheme at the prices stated in the offer
      document for an aggregate purchase price of $13,724,051.

(2)   Previously paid on July 6, 2005.

|_|   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

Amount Previously Paid:   Not Applicable.       Filing Party:   Not Applicable
Form or Registration No.: Not Applicable.       Date Filed:     Not Applicable.

|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which
the statement relates:

         |_|  third party tender offer subject to Rule 14d-1.

         |X|  issuer tender offer subject to Rule 13e-4.

         |_|  going-private transaction subject to Rule 13e-3.

         |_|  amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
the results of the tender offer: |_|





                                        4
                             INTRODUCTORY STATEMENT

This Amendment No. 2 to Schedule TO is filed by Parametric Technology
Corporation, a Massachusetts corporation ("PTC"), and amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on July 6, 2005, as amended by Amendment No. 1 to Schedule TO dated
July 14, 2005 (together, the "Schedule TO"), in connection with PTC's Offer to
Exchange Outstanding Options with Exercise Prices of $9 or More, dated July 6,
2005 (the "Offer to Exchange").

The information set forth in the Offer to Exchange is incorporated into this
Amendment No. 2 by reference with respect to all of the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent expressly provided herein.

Item 4.

Item 4 of the Schedule TO, which incorporates by reference the information
contained in the Offer to Exchange, a copy of which was filed with the Schedule
TO as Exhibit (a)(1)(i), is hereby amended as follows:

1.       Section 7, "Conditions of the Offer," under the heading "The Offer" is
         amended by deleting the words "SEC or other government agency" in the
         last bullet point of the conditions listed and substituting the phrase
         "SEC's tender offer rules."

2.       Section 11, "Material U.S. Federal Income Tax Considerations," under
         the heading "The Offer" is amended as follows:

o        by deleting the words "general summary" in the first sentence of the
         first paragraph and substituting the word "description";

o        by deleting the word "discussion" in the second sentence of the first
         paragraph and substituting the word "description";

o        by deleting the word "summary" in the third and fourth sentences of the
         first paragraph and in the first sentence of the second paragraph and
         substituting the word "description"; and

o        by adding the words "in light of your particular circumstances" at the
         end of the single sentence in the fourth paragraph.






                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                           PARAMETRIC TECHNOLOGY CORPORATION


                           By:      /s/ Aaron C. von Staats
                              --------------------------------------------------
                              Aaron C. von Staats
                              Senior Vice President, General Counsel and
                              Clerk

Date:  July 27, 2005