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Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-72759
PROSPECTUS SUPPLEMENT NO.2 DATED APRIL 16, 1999
TO
PROSPECTUS DATED MARCH 30, 1999
PARAMETRIC TECHNOLOGY CORPORATION
3,788,939 SHARES OF COMMON STOCK
This prospectus supplement supplements the prospectus dated March 30, 1999
of Parametric Technology Corporation relating to the offer and sale of 3,788,939
shares of our common stock by certain of our stockholders who received those
shares in connection with our acquisition of InPart Design, Inc. in October
1998, or by pledgees, donees, transferees or other successors in interest that
receive a portion of those shares from certain of our stockholders as a gift,
partnership distribution or other non-sale related transfer. This prospectus
supplement should be read in conjunction with our prospectus dated March 30,
1999, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement replaces the information in the prospectus. Capitalized terms used
and not otherwise defined in this prospectus supplement have the meanings
specified in the prospectus.
PLAN OF DISTRIBUTION
The plan of distribution is amended to include as selling stockholders
pledgees, donees, transferees or other successors-in-interest selling shares
received from a selling stockholder as a gift, partnership distribution or other
non-sale related transfer after the date of this prospectus supplement.
