SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

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: ¨

INTRODUCTORY STATEMENT

This Amendment No. 3 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 and supplemented to date, the “Schedule TO”), in connection with PTC’s Offer to Exchange Outstanding Options with Exercise Prices of $9 or More, dated July 6, 2005. This amendment is being filed solely to add additional exhibits to the Schedule TO.

Item 12. Exhibits.

See attached Exhibit Index.

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/ CORNELIUS F. MOSES, III
	Cornelius F. Moses, III
	Executive Vice President and Chief Financial Officer

Date: July 29, 2005

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Offer to Exchange Outstanding Options with Exercise Prices of $9 or More, dated July 6, 2005.*
(a)(1)(ii)	Email dated July 6, 2005 to employees of Parametric Technology Corporation from C. Richard Harrison announcing Offer to Exchange.*
(a)(1)(iii)	Form of Election to Tender Options for Exchange (Electronic).*
(a)(1)(iv)	Form of Election to Tender Options for Exchange (Paper).*
(a)(1)(v)	Form of email confirming receipt of Election to Tender Options for Exchange.*
(a)(1)(vi)	Form of Withdrawal of Options Tendered for Exchange (Electronic).*
(a)(1)(vii)	Form of Withdrawal of Options Tendered for Exchange (Paper).*
(a)(1)(viii)	Form of email confirming receipt of Withdrawal of Options Tendered for Exchange.*
(a)(1)(ix)	Form of email reminder notice of expiration of Offer to Exchange.*
(a)(1)(x)	Form of email confirming acceptance of options and results of Offer to Exchange. (Aggregate)*
(a)(1)(xi)	Form of email confirming acceptance of options for exchange. (Individual)*
(a)(1)(xii)	Form of letter confirming acceptance of options for exchange (Individual).*
(a)(1)(xiii)	Frequently Asked Questions (FAQs).*
(a)(1)(xiv)	Letter dated July 6, 2005 to employees of Parametric Technology Corporation receiving the Offer to Exchange in paper form from C. Richard Harrison announcing the Offer to Exchange.*
(a)(1)(xv)	Frequently Asked Questions (FAQs) #2.*
(a)(1)(xvi)	Form of email circulating Frequently Asked Questions #2.*
(a)(1)(xvii)	Email from Pacific Rim Human Resources Department to Parametric Technology Corporation’s employees located in the Pacific Rim dated July 7, 2005.*
(a)(1)(xviii)	Frequently Asked Questions (FAQs) #3.
(a)(1)(xix)	Form of email circulating Frequently Asked Questions (FAQs) #3.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(a)(6)	Not applicable.
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.(A)(1)(XVIII)

Exhibit (a)(1)(xviii)

Frequently Asked Questions (FAQs) #3

The answers below respond to questions we have received about the exchange offer. Where appropriate, we have included references to the relevant sections of the offer document where you can find a more complete description of these topics. For ease of reference, we begin with Question 42 as the questions in the FAQs #2, which were sent on July, 14, 2005, end with Question 41. When we refer to other questions, we are referring to those questions found in the “Summary of Terms” in the offer document or in the FAQs.

You should read the offer document and the election form carefully and in their entirety as they contain information important to your decision as to whether to participate in the exchange offer.

Question  42. Will a portion of the cash payment be paid into my 401(k) plan account? If so, will PTC make a matching contribution as they do for other income?

For U.S. employees who elect to participate in the exchange, the cash payments will not be eligible for deferrals into 401(k) accounts. Accordingly, there will be no employer matching contribution.

Question  43. Will the pay statement for U.S. employees reflect any other deductions if the cash payment is being reflected as compensation income? Can you be more specific as to what the applicable tax withholdings are?

  Is social insurance the same as social security tax?

The August 19, 2005 pay statement will reflect all applicable amounts withheld, similar to the bi-weekly pay statements. The cash payment will be subject to withholding of income, FICA and other applicable employment taxes. In addition, state or local taxes may apply. Applicable withholdings vary per individual. Accordingly, employees should consult their tax advisor with respect to the federal, state and local tax consequences of participating in the offer.

Social security tax and social insurance contributions are not the same. Social insurance contributions do not apply to U.S. employees. Refer to Question 21 for more information.

Question  44. Can I designate the bank account to which the cash payment will be deposited?

Cash payments to employees who participate in the exchange offer will be processed according to normal payroll procedures. Accordingly, no special account designation may be made for the cash payment.

Question  45. If I am employed outside the U.S., in what currency will the cash payment be paid? Can I elect to receive the cash payment in U.S. dollars?

Cash payments to employees who participate in the exchange offer will be paid in the same currency as their regular monthly pay according to normal payroll procedures. You may not elect to receive the cash payment in U.S. dollars. We will use the applicable foreign exchange rate as of the offer expiration date as posted by the Wall Street Journal to convert the cash payment amounts. Refer Question 35 for more information.

Question  46. May I request that additional taxes be withheld from the cash payment (U.S. employees)?

For U.S. employees, the cash payment will be subject to withholding of income, FICA and other applicable employment taxes. In addition, state or local taxes may apply. Applicable withholdings vary per individual. Accordingly, employees should consult their tax advisor with respect to the federal, state

Exhibit (a)(1)(xviii)

and local tax consequences of participating in the offer. If you want to request a change to your federal income tax withholding you may do so by sending an e-mail to payroll@ptc.com no later than August 12, 2005.

Question  47. What happens to my current stock options that are below $9? Do I keep them or do they get exchanged for anything?

Stock options with exercise prices below $9.00 are not eligible for exchange. The stock options employees hold below $9.00 will remain outstanding on their existing terms and conditions.

Question  48. What are the National Insurance Contribution percentages for United Kingdom employees (both the employee and employer contributions)?

U.K. employees who elect to participate in the exchange and whose options are accepted for exchange will have both income tax and National Insurance Contribution amounts withheld from the cash payment we will pay in exchange for their eligible options. The National Insurance Contribution amount withheld from the employee’s cash payment will vary, as follows, depending on the employee’s annual base salary:

Annual Base Salary (U.K. £)	Employee National Insurance Contribution
£0—£4,264	0% of the cash payment
£4,265—£32,760	11% of the cash payment
Over £32,761	1% of the cash payment

The employer National Insurance Contribution percentage is 12.8%. In addition to their employee National Insurance Contribution amount, the employee will be responsible for the employer’s National Insurance Contribution in an amount equal to 12.8% of the cash payment for options tendered and accepted that have a grant date of May 1, 2001 or after. Both the employee and applicable employer contribution amounts will be withheld from the cash payment. Refer to Section 12 of the offer document, Material Income Tax Considerations for Non-U.S. Employees, for more information.

Question  49. Is the stock option exchange “approved” by the U.K. Inland Revenue?

The Offer to Exchange dated July 6, 2005 has not been approved by the Inland Revenue.

Question  50. After reading the tax description for the Netherlands in Section 12 of the offer document, the tax treatment with respect to the cash payment made in exchange for certain eligible options remains unclear. Could you please clarify the tax to paid be paid in connection with the exchange of: (1) eligible options granted before June 26, 1998, (2) eligible options granted in connection with the August 1998 option exchange, (3) eligible options granted from June 26, 1998 through December 31, 2000, and (4) eligible options granted on and after January 1, 2001 that are fully vested as of August 3, 2005 and were granted more than three years ago?

The tax treatment is as follows:

Eligible options granted before June 26, 1998. These option grants were generally subject to tax at vesting. If no tax structuring was used to alter the tax event from vesting and tax was paid vesting, and because these grants are fully vested, the cash payment received in exchange for these eligible options will not be subject to tax. If tax structuring was used to alter the tax event from vesting and defer the tax event until exercise, then the cash payment received in exchange for these eligible options will be subject to tax. If tax was paid on grant, then the cash payment received in exchange for these eligible options will not be subject to tax.

Eligible options granted in connection with the August 1998 option exchange. These option grants were generally subject to tax at vesting. If no tax structuring was used to defer the tax event from vesting and tax was paid at vesting, because these grants are fully vested and it has been 3 years since the date of grant, the cash payment received in exchange for these eligible options will not be subject to tax. If tax structuring was used to alter the tax event from vesting, then the cash payment received in exchange for these eligible options will be subject to tax.

Eligible options granted from June 26, 1998 through December 31, 2000. These option grants were generally subject to tax at vesting. If no tax structuring was used to defer the tax event from vesting and tax was paid at vesting, because these option grants are fully vested and it has been more than 3 years since the date of grant, the cash payment received in exchange for these eligible options will not be subject to tax. If tax structuring was used to alter the tax event from vesting, then the cash payment received in exchange for these eligible options will be subject to tax.

Eligible options granted on and after January 1, 2001 that are fully vested as of August 3, 2005 and were granted more than three years ago. These option grants were generally subject to tax at vesting. If no election was made by the employee to defer tax until exercise (and other tax structuring to defer tax until exercise was not used) and tax was paid at vesting, then the cash payment received in exchange for these options will not be subject to tax. If an election was made by the employee to defer tax until exercise (or another method to defer tax until exercise was used), the cash payment received in exchange for these eligible options will be subject to tax.

The description above is applicable only in the circumstances described. If your circumstances differ, you should consult your own tax, financial or legal advisor.

EX-99.(A)(1)(XIX)

Exhibit (a)(1)(xix)

[Form of email circulating Frequently Asked Questions (FAQs) #3]

To:  [eligible employees]

From:  stockoptions.com

Subject:  Stock Option Exchange—Additional Frequently Asked Questions (FAQs)

Since the opening of the stock option exchange offer on July 6, 2005, employees have been submitting questions to stockoptions@ptc.com. Those questions and our responses can be viewed by going to the 2005 Stock Option Exchange Offer section of the Stock Information Center page on the PTConnector and clicking on the links to the Frequently Asked Questions (FAQs).

As a reminder, due to U.S. Securities and Exchange Commission regulations, we will not provide individual answers to questions.