PTC Inc. – ‘8-K’ for 11/17/95

As of:  Wednesday, 11/22/95   ·   For:  11/17/95   ·   Accession #:  927016-95-190   ·   File #:  0-18059

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     10K 
 2: EX-16.1     Letter From Price Waterhouse LLP to Registrant         1      5K 

8-K   —   Current Report
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM  8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported):     NOVEMBER 17, 1995         

PARAMETRIC TECHNOLOGY CORPORATION 
(Exact name of registrant as specified in its charter)

MASSACHUSETTS                 0-18059                 04-2866152    
(State or other jurisdiction        (Commission             (IRS Employer       
   of Incorporation)               File number)            Identification No.)

128 TECHNOLOGY DRIVE                                          
WALTHAM, MASSACHUSETTS                              02154       
(Address of principal executive offices)                    (Zip Code)          

Registrants telephone number, including area code:  (617) 398-5000              

NO CHANGE SINCE LAST REPORT 
(Former name or former address, if changed since last report) 

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ITEM 4.   CHANGES IN REGISTRANTS                                                
CERTIFYING ACCOUNTANTS                                                          

   (a)  On November 17, 1995 the Board of Directors of Parametric Technology
Corporation (the Registrant) upon recommendation of its Audit Committee approved
a change in the Registrants independent accountants from Price Waterhouse LLP to
Coopers & Lybrand L.L.P. effective for the fiscal year ending September 30,     
1996.                                                                           

The following information is provided in response to Item 304(a)(1) of
Regulation S-K:                                                                 

1.   None of the reports of Price Waterhouse LLP on the Registrants   
    financial statements for the past two years contained an adverse
         opinion or a disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles.          

     2.   In connection with its audits for the two most recent fiscal years and
     through November 20, 1995, there were no disagreements with Price
Waterhouse LLP of the type required to be disclosed by Item 
304(a)(1)(iv).                                              

  The Registrant has requested that Price Waterhouse LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or   
not it agrees with the above statements.  A copy of such letter, dated November 
22, 1995, stating that firms agreement with items 1. and 2. above is filed as   
Exhibit 16.1 to this Form 8-K.                                                  

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS                                     

(c)  Exhibits                                                         
--------                                                    

16.1 Letter from Price Waterhouse LLP to Registrant                   

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the        
undersigned thereunto duly authorized.                                          

                               Parametric Technology Corporation

November 22, 1995                      By: /S/ Edwin J.  Gillis                 
                                          ------------------------------------
                                          Senior Vice President of Finance and
                                     Administration, Chief Financial
                           Officer and Treasurer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/30/96		2					10-K
Filed on:		11/22/95		2
		11/20/95		2
For Period End:		11/17/95		1		2
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