May 28, 2002

Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549-0609

Attn: Jonathan G. Katz, Secretary

Re: File No. S7-08-02
Release No. 33-8089; 34-45741

Ladies and Gentlemen:

I am writing on behalf of Parametric Technology Corporation ("PTC") to comment on the proposals contained in the above referenced release (the "Release") in which the Commission proposes to accelerate the due dates of annual and quarterly Exchange Act reports. I am Senior Vice President and General Counsel of PTC.

PTC develops, markets and supports product lifecycle management software solutions. It is listed on the NASDAQ National Market and has a current market capitalization of approximately $1 billion. PTC would be an "accelerated filer" under proposed Rule 12b-2. PTC has two operating segments and receives a significant amount of its revenue (56% for FY2001) from operations in Europe and the Asia/Pacific region. PTC has more than 20 operating subsidiaries outside of the United States.

The Release seeks comments on the proposed changes, particularly on whether the new Form 10-Q and 10-K filing deadlines provide companies with enough time to prepare their reports, whether auditors, audit committees and boards of directors would have sufficient time to perform their review functions and whether the reliability and accuracy of the reports would suffer as a result of accelerated due dates.

PTC believes that accelerating the due dates as proposed will impose an unreasonable additional cost and burden on its preparation of reports on Forms 10-K and 10-Q, particularly with the additional disclosures that the Commission is currently mandating for the benefit of investors and the capital markets. This is partly because PTC must collect and analyze information from a wide range of sources, and partly because the level of analysis necessary to comply with the Commission's disclosure expectations requires the involvement of the most senior officers of the Company, who still have full operational responsibilities at the same time.

PTC's reports are generated and ultimately filed under the following process:

• Financial data must be collected after the end of a fiscal period. PTC usually realizes a high percentage of its revenue in the third month of each fiscal quarter, and this revenue tends to be concentrated in the latter part of that month. In addition to data that has been generated at PTC's main offices in Needham, Massachusetts, data must also be collected from its operating subsidiaries throughout the world. Internal accountants in Needham and in each other country where PTC conducts operations must process the data and generate the financial information for each subsidiary to be included in PTC's consolidated results.

• We typically issue press releases reporting financial results on the twelfth business day after quarter- and year-end. The period between the quarter/year-end close and the press release is required to prepare PTC's consolidated financial statements and review and analyze the results for accuracy with operating management, senior management, external auditors and the audit committee. PTC's financial management team is also assisting our auditors with their review during this period. This time period is essential to ensuring that the financial reports are accurate.

• PTC's legal, financial and operations groups prepare, analyze and describe the financial results pursuant to Reg. S-K, Item 303, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). In order to ensure a well considered MD&A, senior members of the Company's management team, all of whom have substantial other responsibilities as well, participate in a sequential drafting process and review of numerous drafts of the document. This takes approximately 20 days. (This period is generally reduced to ten days in the case of a quarterly report on Form 10-Q.)

• Once the MD&A is substantially complete, it is recirculated to the Company's internal counsel and its auditors. Due to their other operations duties, these reviewers typically need three to five days to review and comment on the draft. After these comments are received, revisions are made as appropriate and the revised report is then circulated to PTC's outside counsel. Outside counsel typically requires at least three business days to review the report and address matters arising from the review with appropriate members of senior management.

• For annual reports, PTC then circulates a draft of the 10-K to the audit committee, whose members review and discuss the audited financial statements with management and the independent auditors. In this process, the audit committee members, who have significant other duties outside of PTC, meet with the independent auditors, with and without management present, to discuss the results of the auditors' examinations and the overall quality of PTC's financial reporting. This process, which requires intense coordination due to the many individuals involved, takes approximately ten days.

• Once changes to the report based on these reviews have been made, PTC circulates the report again to all parties at least once so they can review the changes that have been made and make any final comments. In light of the parties' other business responsibilities, particularly the responsibilities of the external reviewers, including outside legal counsel and the independent accounting firm, PTC needs to allow approximately three days for this final review. The Company then needs a further two days to make any final changes, have the form put into EDGAR format by its financial printer and have the form proofed and filed.

The complete process takes approximately 40 days for a Form 10-Q and approximately 75 days for a Form 10-K. Given all the parties involved - internal and external accountants, senior management, the audit committee and internal and external counsel - PTC believes that having to file these forms under the proposed accelerated deadlines would impose an unreasonable additional burden on its resources. The only stages in the process where the Company could gain time are those involving internal or external substantive review of the draft reports, and we do not believe that the interests of our investors or the capital markets would be well served by burdening the necessary parties with an accelerated review and analysis of the factors affecting PTC's financial results in addition to their other responsibilities.

It is true that the filing deadlines for periodic reports have not been changed in the past 30 years; however, the Commission continues to require more disclosure and analysis in annual and quarterly reports. For example, the Commission has just proposed new rules that would require companies to discuss critical accounting policies and estimates in MD&A, which will necessitate additional analysis from senior management and internal and external accountants and counsel. If the Company were to impose accelerated deadlines upon them, it is likely that there would be less review and consideration and, therefore, less detailed and informative disclosure.

We believe that the Commission's goal of getting significant corporate information into investor's hands more quickly and reliably is better served by two other approaches recently receiving attention from the Commission. First, enhancing Form 8-K disclosure to require quicker disclosure of a broader range of material events would be more useful to most investors. Second, ensuring that pro forma financial information in an earnings release is not misleading enhances the integrity of the release and thereby reduces the pressure to accelerate filing of the Form 10-Q or 10-K.

PTC supports enhancing the quality, relevance and timeliness of information disclosed in quarterly and annual Exchange Act reports. However, we do not believe that imposing the proposed accelerated deadlines will contribute to more informed investment and valuation decisions by investors and the capital markets.

We hope that the Commission will find these comments helpful.

Sincerely,

/s/ David R. Friedman

David R. Friedman
Senior Vice President and General Counsel