PRELIMINARY FILING
                       PARAMETRIC TECHNOLOGY CORPORATION
                 PROXY FOR 1997 ANNUAL MEETING OF STOCKHOLDERS
                               FEBRUARY 13, 1997

  The undersigned, having received notice of and the Proxy Statement relating to
the 1997 Annual Meeting of Stockholders to be held on February 13, 1997, at 9:00
a.m. at 128 Technology Drive, Waltham, MA 02154, and revoking all prior proxies,
hereby appoint(s) Edwin J. Gillis and Martha L. Durcan, and each of them acting
singly, with full power of substitution, as proxies to represent and vote on
behalf of the undersigned, as designated below, all shares of common stock, $
 .01 par value per share, (the "Common Stock") of Parametric Technology
Corporation (the "Company") which the undersigned would be entitled to vote if
personally present at the 1997 Annual Meeting of Stockholders and any
adjournment or adjournments thereof (the "Annual Meeting").  IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.

1.  Election of directors  NOMINEES: Donald K. Grierson, Oscar B. Marx, III and
    Noel G. Posternak

    [ ]  FOR     [ ]  WITHHELD
    For, except vote withheld from the following nominee(s):
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2.  To approve an amendment to the Company's Articles of Organization to
    increase the number of authorized shares of the Company's Common Stock from
    215,000,000 to 350,000,000.

    [ ]  FOR     [ ]  AGAINST   [ ]  ABSTAIN

3.  To approve the Company's 1997 Incentive Stock Option Plan.

    [ ]  FOR     [ ]  AGAINST   [ ]  ABSTAIN


  This Proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder.  IF A CHOICE IS NOT SPECIFIED WITH RESPECT TO
ANY PROPOSAL LISTED ABOVE, THIS PROXY WILL BE VOTED FOR SUCH PROPOSAL.
Attendance of the undersigned at the Annual Meeting will not be deemed to revoke
this Proxy unless the undersigned shall revoke this Proxy in writing and shall
vote in person at the Annual Meeting.

    EACH STOCKHOLDER SHOULD SIGN THIS PROXY PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE.  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY.
                                 Date:
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                                 PLEASE SIGN NAME(S) EXACTLY AS APPEARING ON
                                 YOUR STOCK CERTIFICATE. IF SHARES ARE HELD
                                 JOINTLY, EACH JOINT OWNER SHOULD PERSONALLY
                                 SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
                                 ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
                                 FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
                                 SIGN FULL CORPORATE NAME BY PRESIDENT OR OTHER
                                 AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE
                                 SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.