January 29, 1997
Edwin J. Gillis
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
RE: Amended Schedule 13G
Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange Act of
1934 is a report on Schedule 13G reporting beneficial ownership at
December 31, 1996 by American Express Company and American Express
Financial Corporation in common stock of Parametric Technology
Corporation.
Sincerely,
Steve Turbenson
Director - External Reports and Tax
Enclosure
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Parametric Technology Corporation
(Name of Issuer)
Amendment #1
Common Stock
(Title of Class of Securities)
699173-10-0
(CUSIP Number)
The information required in the remainder of this cover page (except any
items to which the form provides a cross-reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP NO. 699173-10-0
1) Name of Reporting Person American Express Company
S.S. or I.R.S. Identification IRS No. 13-4922250
No. of Above Person
2) Check the Appropriate Box (a)
if a Member of a Group (b) X - Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
(5) Sole Voting Power -0-
(6) Shared Voting Power 2,180,108
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 6,312,708
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 6,312,708
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
11) Percent of Class Represented by
Amount In Row (9) 5.5%
12) Type of Reporting Person CO, HC
CUSIP NO. 699173-10-0
1) Name of Reporting Person American Express Financial Corporation
S.S. or I.R.S. Identification IRS No. 13-3180631
No. of Above Person
2) Check the Appropriate Box (a)
if a Member of a Group (b) X - Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
(5) Sole Voting Power -0-
(6) Shared Voting Power 2,180,108
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 6,312,708
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 6,312,708
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
11) Percent of Class Represented by
Amount In Row (9) 5.5%
12) Type of Reporting Person CO, IA
1(a) Name of Issuer: Parametric Technology Corporation
1(b) Address of Issuer's Principal 128 Technology Drive
Executive Offices: Waltham, MA 02154
2(a) Name of Person Filing: American Express Company
American Express Financial Corporation
2(b) Address of Principal Business Office: American Express Company
American Express Tower
200 Vesey Street
New York, NY 10285
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
2(c) Citizenship: See Item 4 of Cover Page
2(d) Title of Class of Securities: Common Stock
2(e) Cusip Number: 699173-10-0
3 Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
American Express Company, one of the persons filing this statement, is a
Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
American Express Financial Corporation, one of the persons filing this
statement, is an Investment Advisor registered under section 203 of the
Investment Advisors Act of 1940.
4(a) Amount Beneficially Owned as of December 31, 1996:
See Item 9 of Cover Pages
4(b) Percent of Class: See Item 11 of Cover Pages
4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5 of Cover Pages
(ii) Shared power to vote or direct the vote: See Item 6 of Cover Pages
(iii) Sole power to dispose or to direct the disposition of: See Item 7
of Cover Pages
(iv) Shared power to dispose or to direct the disposition of: See Item 8
of Cover Pages
5 Ownership of 5% or Less of a Class:
If this statement is being filed to report the fact as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
6 Ownership of more than 5% on Behalf of Another Person:
Not Applicable
7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
See Exhibit I
8 Identification and Classification of Members of the Group:
Not Applicable
9 Notice of Dissolution of Group:
Not Applicable
10 Certification:
By signing below I certify that, to the best of my knowledge and belief,the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
After reasonable 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.
American Express Financial Corporation
Dated: December 31, 1996 By
Signature
Steve Turbenson
Director - External Reports
and Tax
Name/Title
Telephone: (612) 671-2059
Exhibit Index
Exhibit I Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by
the Parent Holding Company.
Exhibit II Statement of American Express Company
Exhibit III Statement of American Express Financial Corporation
Exhibit I
to
Schedule 13G
One of the persons filing this statement is a parent holding company.
The relevant subsidiary, American Express Financial Corporation, a
Delaware Corporation, is registered as investment advisor under section 203
of the Investment Advisors Act of 1940.
EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
American Express Company, American Express Tower, World Financial
Center, New York, New York disclaims beneficial ownership of the
securities referred to in the Schedule 13G to which this exhibit is attached,
and the filing of this Schedule 13G shall not be construed as an admission
that American Express Company is, for the purpose of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities covered by this Schedule 13G.
Pursuant to Rule 13d-1(f) (1) and subject to the preceding disclaimer,
American Express Company affirms it is individually eligible to use
Schedule 13G and agrees that this Schedule is filed on its behalf, and
authorizes the President, any Vice President, the comptroller, the
Secretary, the General Counsel, any Associate General Counsel or any
Counsel, each with power to act singly, of each subsidiary of American
Express Company making this filing to sign this statement on behalf of
American Express Company.
AMERICAN EXPRESS COMPANY
By:____________________________
Name: Stephen P. Norman
Title: Secretary
Exhibit III
to
Schedule 13G
Under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation
affirms that it is individually eligible to use Schedule 13G and agrees that
this Schedule is filed in its behalf.
American Express Financial Corporation
By:
Steve Turbenson
Director - External Reports
and Tax
