EXHIBIT 23.4

       Report of Independent Accountants on Financial Statement Schedule
       -----------------------------------------------------------------


To the Stockholders and Board of Directors of Parametric Technology Corporation:

Our audits of the consolidated financial statements referred to in our report
dated October 19, 1995, except as to Notes F and G which are as of November 17,
1995, appearing in this Form 10-K also included an audit of the Financial
Statement Schedule listed in Item 14(a) of this Form 10-K for each of the two
years in the period ended September 30, 1995.  In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.  We have not audited the consolidated financial statements
of Parametric Technology Corporation for any period subsequent to September 30,
1995.



/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP

Boston, Massachusetts
October 19, 1995,
except as to Notes F and G
which are as of November 17, 1995