UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

          [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       For the Quarter Ended March 31, 2008. Commission File Number 1-9720

                                       OR
               [ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


             For the Transition Period From __________ to __________
                        Commission File Number __________

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

          Delaware                                      16-1434688
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY                                       13413-4991
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (315) 738-0600

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the definitions of "large  accelerated  filer" and  "accelerated  filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Check one): Large Accelerated  Filer [ ] Accelerated Filer [X]  Non-Accelerated
Filer [ ] Smaller  Reporting  Company  [ ] (Do not check if a smaller  reporting
company)

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     The number of shares outstanding of registrant's common stock, as of April
30, 2008 - 14,406,063 shares.

<PAGE>
                           PAR TECHNOLOGY CORPORATION


                                TABLE OF CONTENTS
                                    FORM 10-Q


                                     PART I
                              FINANCIAL INFORMATION


   Item Number
   -----------

      Item 1.       Financial Statements (unaudited)
                 -  Consolidated Statements of Operations for
                    the three months ended March 31, 2008 and 2007

                 -  Consolidated Statements of Comprehensive Loss
                    for the three months ended March 31, 2008 and 2007

                 -  Consolidated Balance Sheets at
                    March 31, 2008 and December 31, 2007

                 -  Consolidated Statements of Cash Flows
                    for the three months ended March 31, 2008 and 2007

                 -  Notes to Unaudited Interim Consolidated Financial Statements

      Item 2.    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

      Item 3.    Quantitative and Qualitative Disclosures About Market Risk

      Item 4.    Controls and Procedures

                                     PART II
                                OTHER INFORMATION



      Item 1A.   Risk Factors

      Item 4.    Submission of Matters to a Vote of Security Holders

      Item 5.    Other Information

      Item 6.    Exhibits

      Signatures

      Exhibit Index


<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
                                   (unaudited)

                                                           For the three months
                                                              ended March 31,
                                                           ---------------------
                                                              2008        2007
                                                           ---------   ---------
Net revenues:
     Product ...........................................   $ 16,897    $ 16,706
     Service ...........................................     16,415      15,529
     Contract ..........................................     18,795      15,601
                                                           --------    --------
                                                             52,107      47,836
                                                           --------    --------
Costs of sales:
     Product ...........................................      9,425      10,308
     Service ...........................................     12,483      12,166
     Contract ..........................................     17,840      14,554
                                                           --------    --------
                                                             39,748      37,028
                                                           --------    --------

     Gross margin ......................................     12,359      10,808
                                                           --------    --------
Operating expenses:
     Selling, general and administrative ...............      9,061       8,709
     Research and development ..........................      4,121       3,814
     Amortization of identifiable intangible assets ....        390         390
                                                           --------    --------
                                                             13,572      12,913
                                                           --------    --------
Operating loss .........................................     (1,213)     (2,105)
Other income, net ......................................        314         240
Interest expense .......................................       (348)       (222)
                                                           --------    --------

Loss before income taxes ...............................     (1,247)     (2,087)
Benefit for income taxes ...............................        503         779
                                                           --------    --------
Net loss ...............................................   $   (744)   $ (1,308)
                                                           ========    ========
Loss per share
     Basic .............................................   $   (.05)   $   (.09)
     Diluted ...........................................   $   (.05)   $   (.09)
Weighted average shares outstanding
     Basic .............................................     14,379      14,320
                                                           ========    ========
     Diluted ...........................................     14,379      14,320
                                                           ========    ========


See notes to unaudited interim consolidated financial statements


<PAGE>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                 (in thousands)
                                   (unaudited)

                                                           For the three months
                                                              ended March 31,
                                                           ---------------------
                                                              2008        2007
                                                           ---------   ---------

Net loss .............................................     $  (744)     $(1,308)
Other comprehensive loss, net of tax:
     Foreign currency translation adjustments ........        (104)         (84)
                                                           -------      -------

Comprehensive loss ...................................     $  (848)     $(1,392)
                                                           =======      =======














See notes to unaudited interim consolidated financial statements


<PAGE>
                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
                                   (unaudited)

                                                         March 31,  December 31,
                                                           2008         2007
                                                         ---------  ------------
Assets
Current assets:
     Cash and cash equivalents ........................   $   3,493   $   4,431
     Accounts receivable-net ..........................      39,283      43,608
     Inventories-net ..................................      41,720      40,319
     Income tax refunds ...............................       1,302         521
     Deferred income taxes ............................       5,314       5,630
     Other current assets .............................       3,835       3,370
                                                          ---------   ---------
         Total current assets .........................      94,947      97,879
Property, plant and equipment - net ...................       7,350       7,669
Deferred income taxes .................................         759         503
Goodwill ..............................................      26,718      26,998
Intangible assets - net ...............................       9,561       9,899
Other assets ..........................................       2,237       3,570
                                                          ---------   ---------
              Total Assets ............................   $ 141,572   $ 146,518
                                                          =========   =========
Liabilities and Shareholders' Equity
Current liabilities:
     Current portion of long-term debt ................   $     849   $     772
     Borrowings under lines of credit .................       4,604       2,500
     Accounts payable .................................      12,708      16,978
     Accrued salaries and benefits ....................       8,302       9,919
     Accrued expenses .................................       3,162       3,860
     Customer deposits ................................       4,202       3,898
     Deferred service revenue .........................      14,241      14,357
                                                          ---------   ---------
         Total current liabilities ....................      48,068      52,284
                                                          ---------   ---------
Long-term debt ........................................       6,681       6,932
                                                          ---------   ---------
Other long-term liabilities ...........................       2,560       2,315
                                                          ---------   ---------
Shareholders' Equity:
     Preferred stock, $.02 par value,
       1,000,000 shares authorized ....................        --          --
     Common stock, $.02 par value,
       29,000,000 shares authorized;
       16,058,818 and 16,047,818 shares issued;
       14,406,063 and 14,395,063 outstanding ..........         321         321
     Capital in excess of par value ...................      39,376      39,252
     Retained earnings ................................      49,707      50,451
     Accumulated other comprehensive income (loss) ....         368         472
     Treasury stock, at cost, 1,652,755 shares ........      (5,509)     (5,509)
                                                          ---------   ---------
         Total shareholders' equity ...................      84,263      84,987
                                                          ---------   ---------
              Total Liabilities and Shareholders' Equity  $ 141,572   $ 146,518
                                                          =========   =========

See notes to unaudited interim consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
                                                                        For the three months
                                                                           ended March 31,
                                                                           ---------------
                                                                           2008        2007
                                                                         --------   --------
<S>                                                                      <C>        <C>
Cash flows from operating activities:
    Net loss .........................................................   $  (744)   $(1,308)
    Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
         Depreciation and amortization ...............................     1,029        965
         Provision for bad debts .....................................       460        422
         Provision for obsolete inventory ............................       407        248
         Equity based compensation ...................................       104        138
         Deferred income tax .........................................       120       (781)
         Changes in operating assets and liabilities:
             Accounts receivable .....................................     3,865      3,431
             Inventories .............................................    (1,808)    (3,141)
             Income tax refunds ......................................      (781)       309
             Other current assets ....................................      (465)      (310)
             Other assets ............................................      (238)      (347)
             Accounts payable ........................................    (4,270)      (735)
             Accrued salaries and benefits ...........................    (1,617)    (1,555)
             Accrued expenses ........................................      (597)       354
             Customer deposits .......................................       304         62
             Deferred service revenue ................................      (116)       679
             Other long-term liabilities .............................       245        419
                                                                         -------    -------
                Net cash used in operating activities ................    (4,102)    (1,150)
                                                                         -------    -------
Cash flows from investing activities:
    Capital expenditures .............................................      (178)      (332)
    Capitalization of software costs .................................      (250)      (401)
    Contingent purchase price paid on prior year acquisitions ........      (101)       (60)
    Cash received from voluntary conversion of long-lived other assets     1,571         --
                                                                         -------    -------
               Net cash provided by (used in) investing activities ...     1,042       (793)
                                                                         -------    -------
Cash flows from financing activities:
    Net borrowings under line-of-credit agreements ...................     2,104        157
    Payments of long-term debt .......................................      (174)       (26)
    Proceeds from the exercise of stock options ......................        20         90
    Excess tax benefit of stock option exercises .....................      --           76
                                                                         -------    -------
               Net cash provided by financing activities .............     1,950        297
                                                                         -------    -------
Effect of exchange rate changes on cash and cash equivalents .........       172       (143)
                                                                         -------    -------
Net decrease in cash and cash equivalents ............................      (938)    (1,789)
Cash and cash equivalents at beginning of period .....................     4,431      4,273
                                                                         -------    -------
Cash and cash equivalents at end of period ...........................   $ 3,493    $ 2,484
                                                                         =======    =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
    Interest .........................................................   $   185    $   224
    Income taxes, net of refunds .....................................        79       (403)
</TABLE>

See notes to unaudited interim consolidated financial statements


<PAGE>
                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


1.   The accompanying  unaudited interim consolidated  financial statements have
     been prepared by PAR  Technology  Corporation  (the  "Company" or "PAR") in
     accordance with U.S. generally accepted  accounting  principles for interim
     financial  statements and with the instructions to Form 10-Q and Regulation
     S-X pertaining to interim financial statements.  Accordingly, these interim
     financial  statements do not include all information and footnotes required
     by U.S.  generally  accepted  accounting  principles for complete financial
     statements.  In the  opinion  of the  Company,  such  unaudited  statements
     include all  adjustments  (which comprise only normal  recurring  accruals)
     necessary  for a fair  presentation  of the results for such  periods.  The
     results of  operations  for the three  months  ended March 31, 2008 are not
     necessarily  indicative of the results of operations to be expected for any
     future  period.  The  consolidated  financial  statements and notes thereto
     should  be read in  conjunction  with the  audited  consolidated  financial
     statements  and notes for the year ended  December 31, 2007 included in the
     Company's  December 31, 2007 Annual Report to the  Securities  and Exchange
     Commission on Form 10-K.

     The preparation of consolidated financial statements requires management of
     the Company to make a number of estimates and  assumptions  relating to the
     reported amounts of assets and liabilities and the disclosure of contingent
     assets and liabilities at the date of the consolidated financial statements
     and the  reported  amounts of  revenues  and  expenses  during the  period.
     Significant  items subject to such estimates and assumptions  include:  the
     carrying amount of property,  plant and equipment,  identifiable intangible
     assets and goodwill,  equity based compensation,  and valuation  allowances
     for  receivables,  inventories  and deferred  income taxes.  Actual results
     could differ from those estimates.

2.   Inventories   are  primarily  used  in  the   manufacture  and  service  of
     Hospitality products. The components of inventory, net of related reserves,
     consist of the following:

                                                  (in thousands)
                                                  --------------
                                           March 31,         December 31,
                                             2008               2007
                                          ---------          ---------

         Finished goods .............      $10,992            $ 9,965
         Work in process ............        1,675              1,722
         Component parts ............       10,178             10,408
         Service parts ..............       18,875             18,224
                                           -------            -------
                                           $41,720            $40,319
                                           =======            =======

     At March 31, 2008 and December 31, 2007, the Company had recorded  reserves
     for shrinkage,  excess and obsolete inventory of $3,756,000 and $3,951,000,
     respectively.

3.   Effective  January 1, 2006, the Company adopted the fair value  recognition
     provisions of Statement of Financial  Accounting  Standards (SFAS) No. 123R
     Share-Based  Payment  (SFAS  123R) on a modified  prospective  basis.  This
     standard  requires  the Company to measure  the cost of  employee  services
     received in exchange  for equity  awards based on the grant date fair value
     of the awards.  The cost is  recognized  as  compensation  expense over the
     vesting  period of the  awards.  Total  compensation  expense  included  in
     operating  expenses  for the three months ended March 31, 2008 and 2007 was
     $104,000 and $137,000,  respectively.  At March 31, 2008, the  unrecognized
     compensation  expense related to non-vested option awards was $564,000 (net
     of  estimated   forfeitures)   which  is  expected  to  be   recognized  as
     compensation expense in fiscal years 2008 through 2012.
<PAGE>

4.   Earnings per share are calculated in accordance with Statement of Financial
     Accounting  Standards  No. 128,  Earnings per Share,  which  specifies  the
     computation,  presentation  and  disclosure  requirements  for earnings per
     share (EPS).  It requires the  presentation of basic and diluted EPS. Basic
     EPS excludes all dilution and is based upon the weighted  average number of
     common  shares  outstanding  during the period.  Diluted EPS  reflects  the
     potential  dilution that would occur if  securities  or other  contracts to
     issue common stock were exercised or converted into common stock.

     The  following  is  a   reconciliation   of  the  weighted  average  shares
     outstanding  for the basic and  diluted  EPS  computations  (in  thousands,
     except per share data):

                                                        For the three months
                                                           ended March 31,
                                                        --------------------
                                                           2008        2007
                                                        --------    --------
Net loss ............................................   $   (744)   $ (1,308)
                                                        ========    ========
Basic:
     Shares outstanding at beginning of period ......     14,372      14,310
     Weighted average shares issued during the period          7          10
                                                        --------    --------
     Weighted average common shares, basic ..........     14,379      14,320
                                                        ========    ========
     Loss per common share, basic ...................   $   (.05)   $   (.09)
                                                        ========    ========
Diluted:
     Weighted average common shares, basic ..........     14,379      14,320
     Dilutive impact of stock options ...............       --          --
     Weighted average common shares, diluted ........     14,379      14,320
                                                        ========    ========
     Loss per common share, diluted .................   $   (.05)   $   (.09)
                                                        ========    ========


     For the three months ended March 31, 2008, 401,960  incremental shares from
     the assumed  exercise of stock options and 24,458  restricted  stock awards
     are not included in the  computation of diluted  earnings per share because
     of the anti-dilutive effect on earnings per share.

5.   In September 2006, the Financial  Accounting  Standards Board (FASB) issued
     SFAS No. 157, "Fair Value Measurements," (SFAS 157), which is effective for
     fiscal years  beginning  after  November  15, 2007 and for interim  periods
     within those  years.  This  statement  defines  fair value,  establishes  a
     framework  for  measuring  fair value and expands  the  related  disclosure
     requirements.  This statement applies under other accounting pronouncements
     that require or permit fair value  measurements.  The statement  indicates,
     among  other  things,  that a  fair  value  measurement  assumes  that  the
     transaction  to sell  an  asset  or  transfer  a  liability  occurs  in the
     principal  market  for the  asset or  liability  or,  in the  absence  of a
     principal market, the most advantageous  market for the asset or liability.

     Relative to SFAS 157, the FASB issued FASB Staff  Positions (FSP) 157-1 and
     157-2.  FSP 157-1 amends SFAS 157 to exclude SFAS No. 13,  "Accounting  for
     Leases," (SFAS 13) and its related interpretive  accounting  pronouncements
     that address  leasing  transactions,  while FSP 157-2 delays the  effective
     date of the  application  of  SFAS  157 to  fiscal  years  beginning  after
     November 15, 2008 for all nonfinancial assets and nonfinancial  liabilities
     that are recognized or disclosed at fair value in the financial  statements
     on a nonrecurring basis.

     The Company  adopted SFAS 157 as of January 1, 2008,  with the exception of
     the application of the statement to non-recurring  nonfinancial  assets and
     nonfinancial   liabilities.    Non-recurring    nonfinancial   assets   and
     nonfinancial  liabilities  for which we have not applied the  provisions of
<PAGE>

     SFAS 157  include  those  measured  at fair  value in  goodwill  impairment
     testing,  indefinite  lived  intangible  assets  measured at fair value for
     impairment testing, asset retirement obligations initially measured at fair
     value,   and  those  initially   measured  at  fair  value  in  a  business
     combination.

     SFAS 157 establishes a valuation  hierarchy for disclosure of the inputs to
     valuation used to measure fair value. This hierarchy prioritizes the inputs
     into three  broad  levels as  follows.  Level 1 inputs  are  quoted  prices
     (unadjusted) in active markets for identical assets or liabilities. Level 2
     inputs  are quoted  prices for  similar  assets and  liabilities  in active
     markets or inputs that are  observable  for the asset or liability,  either
     directly or indirectly through market corroboration,  for substantially the
     full term of the  financial  instrument.  Level 3 inputs  are  unobservable
     inputs based on our own assumptions  used to measure assets and liabilities
     at fair value. A financial asset or liability's  classification  within the
     hierarchy is determined based on the lowest level input that is significant
     to the fair value measurement.

     The  Company's  interest  rate swap  agreement  is valued at the amount the
     Company  would have expected to pay to terminate  the  agreement.  The fair
     value  determination  was based upon the present  value of expected  future
     cash flows using the LIBOR rate, plus an applicable interest rate spread, a
     technique  classified within Level 2 of the valuation  hierarchy  described
     above. The fair value at March 31, 2008 was $318,000,  and is included as a
     component of accrued expenses within the consolidated balance sheet.

6.   The Company has an aggregate  availability of $20,000,000 in unsecured bank
     lines of credit.  One line totaling  $12,500,000 bears interest at the bank
     borrowing  rate (5.1% at March 31,  2008).  The second  line of  $7,500,000
     allows the Company,  at its option,  to borrow funds at the LIBOR rate plus
     the  applicable  interest  rate spread or at the bank's prime  lending rate
     (4.5% at March 31,  2008).  These lines expire in April 2009.  At March 31,
     2008,  there was  $4,604,000  outstanding  under these lines.  The weighted
     average  interest  rate paid by the  Company  was 5.6% during 2008 and 6.3%
     during 2007.  These  facilities  contain  certain loan covenants  including
     leverage and fixed charge  coverage  ratios.  In the first quarter of 2008,
     the Company did not attain the required  ratios but  received  waivers from
     its banks from these requirements.   Additionally,  the waivers require the
     Company to refinance its existing  credit  agreements by June 16, 2008.  On
     May 7, 2008,  the  Company  executed a  commitment  letter  with one of the
     lenders  above  to  enter  into  a new  credit  facility.   The  commitment
     initially  provides  the Company  $7,500,000  in a working  capital line of
     credit  along  with a term loan of  $5,550,000,  and  allows  the lender to
     arrange  for  participation  by  another  lender  in up  to  an  additional
     $12,500,000 in availability  under the working capital line of credit.  The
     terms and conditions of the commitment letter will provide the Company with
     availability  under the line of  credit  up to 36  months  from the date of
     closing and escalating  principal  payments on the term loan through 2012.
     The  waivers  require  a change  in the  applicable  interest  rate  spread
     effective May 7, 2008 based on the Company's  actual leverage ratio for the
     quarter.  The committed  credit  facility will be secured by certain assets
     of the Company.  The commitment letter expires on June 16, 2008.

     In 2006,  the Company  borrowed  $6,000,000  under an  unsecured  term loan
     agreement,  executed  as an  amendment  to one of its bank  line of  credit
     agreements,   in   connection   with  the  asset   acquisition   from  SIVA
     Corporation.   The loan  provides for interest  only  payments in the first
     year and  escalating  principal  payments  through  2012.   The loan  bears
     interest at the LIBOR rate plus the  applicable  interest rate spread (5.1%
     at  March  31,  2008).  The  terms  and  conditions  of the line of  credit
     agreement  described  above apply to the term loan.  This loan continues to
     be classified as long term as the Company has both the ability (through the
     commitment  letter  discussed above) and intent to continue to finance this
     obligation over a long term period.
<PAGE>
7.   The Company's  reportable  segments are strategic  business units that have
     separate management teams and infrastructures that offer different products
     and services.

     The Company has two reportable  segments,  Hospitality and Government.  The
     Hospitality   segment  offers  integrated   solutions  to  the  hospitality
     industry.  These offerings  include  industry leading hardware and software
     applications utilized in point-of-sale,  back of store and corporate office
     applications as well as in the hotel/resort/spa  marketplace.  This segment
     also  offers  customer  support  including  field  service,   installation,
     twenty-four hour telephone support and depot repair. The Government segment
     provides  technical  expertise in the  development  of advanced  technology
     prototype  systems  primarily  for the  Department  of  Defense  and  other
     Governmental  agencies.  It provides services for operating and maintaining
     certain  U.S.  Government-owned  communication  and  test  sites,  and  for
     planning,  executing and evaluating  experiments  involving new or advanced
     radar systems. It is also involved in developing technology to track mobile
     chassis. Intersegment sales and transfers are not significant.


<PAGE>
     Information as to the Company's segments is set forth below:

                                     (in thousands)
                                     --------------
                                  For the three months
                                     ended March 31,
                                 ---------------------
                                    2008        2007
                                 ---------   --------
Net revenues:
     Hospitality .............   $ 33,312    $ 32,235
     Government ..............     18,795      15,601
                                 --------    --------
           Total .............   $ 52,107    $ 47,836
                                 ========    ========

Operating income (loss):
     Hospitality .............   $ (2,039)   $ (2,968)
     Government ..............        930       1,000
     Other ...................       (104)       (137)
                                 --------    --------
                                   (1,213)     (2,105)
Other income, net ............        314         240
Interest expense .............       (348)       (222)
                                 --------    --------
Loss before provision
  for income taxes ...........   $ (1,247)   $ (2,087)
                                 ========    ========

Depreciation and amortization:
     Hospitality .............   $    907    $    861
     Government ..............         27           9
     Other ...................         95          95
                                 --------    --------
            Total ............   $  1,029    $    965
                                 ========    ========

Capital expenditures:
     Hospitality .............   $    102    $    291
     Government ..............         35          32
     Other ...................         41           9
                                 --------    --------
           Total .............   $    178    $    332
                                 ========    ========

Revenues by geographic area:
     United States ...........   $ 45,948    $ 41,687
     Other Countries .........      6,159       6,149
                                 --------    --------
           Total .............   $ 52,107    $ 47,836
                                 ========    ========


     The following table represents identifiable assets by business segment:

                                     (in thousands)
                                 March 31,  December 31,
                                 ----------------------
                                    2008        2007
                                 ---------   ---------
Identifiable assets:
     Hospitality .............   $117,544    $122,442
     Government ..............     13,211      14,429
              Other ..........     10,817       9,647
                                 --------    --------
          Total ..............   $141,572    $146,518
                                 ========    ========
<PAGE>
     The following table presents  identifiable  assets by geographic area based
on the location of the asset:

                                     (in thousands)
                                 March 31,  December 31,
                                 ----------------------
                                   2008         2007
                                 --------   -----------

     United States ...........   $129,836    $134,766
     Other Countries .........     11,736      11,752
                                 --------    --------
          Total ..............   $141,572    $146,518
                                 ========    ========


     The following table represents Goodwill by business segment:

                                    (in thousands)
                                March 31,   December 31,
                               ------------------------
                                  2008         2007
                               ---------    -----------

     Hospitality .............   $26,069     $26,349
     Government ..............       649         649
                                 -------     -------
          Total                  $26,718     $26,998
                                 =======     =======


     Customers  comprising  10% or  more of the  Company's  total  revenues  are
summarized as follows:

                                        For the three months
                                           ended March 31,
                                      ------------------------
                                        2008             2007
                                      ---------      ---------

    Hospitality Segment:
         McDonald's Corporation ...      19%            24%
         YUM! Brands, Inc. ........      13%            13%
    Government Segment:
         Department of Defense           36%            33%
         All Others ...............      32%            30%
                                        ---            ---
                                        100%           100%
                                        ===            ===

<PAGE>


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Statement

     This document contains  "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934.  Any  statements  in this document that do not
describe  historical  facts  are  forward-looking  statements.   Forward-looking
statements in this document (including  forward-looking statements regarding the
continued  health of the Hospitality  industry,  future  information  technology
outsourcing opportunities,  an expected increase in contract funding by the U.S.
Government, the impact of current world events on our results of operations, the
effects of  inflation  on our  margins,  and the  effects of  interest  rate and
foreign currency fluctuations on our results of operations) are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995. When we use words such as "intend,"  "anticipate,"  "believe," "estimate,"
"plan,"  "will," or  "expect",  we are  making  forward-looking  statements.  We
believe that the assumptions and expectations  reflected in such forward-looking
statements  are  reasonable,  based on  information  available to us on the date
hereof,  but we cannot assure you that these  assumptions and expectations  will
prove to have been correct or that we will take any action that we presently may
be planning.  We have disclosed  certain  important factors that could cause our
actual  future  results  to differ  materially  from our  current  expectations,
including  a decline  in the volume of  purchases  made by one or a group of our
major customers; risks in technology development and commercialization; risks of
downturns in economic conditions  generally,  and in the quick-service sector of
the hospitality market specifically; risks associated with government contracts;
risks associated with competition and competitive  pricing pressures;  and risks
related to foreign  operations.  Forward-looking  statements  made in connection
with  this  report  are  necessarily  qualified  by  these  factors.  We are not
undertaking to update or revise  publicly any  forward-looking  statements if we
obtain new information or upon the occurrence of future events or otherwise.

Overview

     PAR continues to be a leading provider of hospitality  systems that include
software,  hardware and professional  and lifecycle  support services to several
industries  including:  restaurants,   hotels/resorts/spas,   cruise  lines  and
specialty retailers.  The Company also provides the Federal Government,  and its
agencies,  applied technology and technical services primarily  contracting with
the Department of Defense.

     The  Company's  hospitality  technology  products  are used in a variety of
applications by thousands of customers.  The Company faces competition in all of
its markets  (restaurants,  hotels, etc.) and competes primarily on the basis of
product design/features,  product quality/reliability,  price, customer service,
and delivery capability.  Of late the trend in the hospitality industry has been

<PAGE>

for users to consolidate  their lists of approved vendors to companies that have
global capabilities,  can achieve quality and delivery standards,  have multiple
product  offerings,  R&D capability,  and can be competitive with their pricing.
PAR  believes  that its global  reach as a  technology  provider is an important
competitive  advantage as it allows the Company to provide innovative  products,
with significant delivery capability,  globally, to its multinational  customers
like McDonald's, Yum! Brands and the Mandarin Oriental Hotel Group.

     PAR's strategy is to provide completely  integrated  technology systems and
services  with a high  level of  customer  service  in the  markets  in which it
competes.  The Company  conducts its research and development  efforts to create
cutting-edge  technology  that meet and exceed our customers'  requirements  and
also have high  probability  for broader  market  appeal and  success.  PAR also
focuses upon operating  efficiencies  and  controlling  costs.  This is achieved
through investment in modern production technologies, and by managing purchasing
processes and functions.

     In 2007,  the Company  undertook an internal  investment  strategy in three
distinct areas of its hospitality  segment.  First, the Company made significant
investments  in  developing  its next  generation  software.  Additionally,  the
Company  invested  in  building a more  robust,  further  reaching  distribution
channel. Lastly, as the Company's customers expand in international markets, PAR
has   invested   in   creating  an   international   infrastructure,   initially
concentrating  on the  Asia/Pacific  rim due to the new  restaurant  growth  and
concentration of PAR customers in that region.

     Approximately 36% of the Company's revenues are generated in our Government
Business segment. This segment is comprised of two subsidiaries:  PAR Government
Systems Corporation and Rome Research Corporation.  Through these two government
contractors,  the Company provides IT and communications support services to the
U.S.  Navy,  Air  Force  and Army.  PAR also  offers  its  services  to  several
non-military  U.S.  federal,  state and local  agencies.  The  Company  provides
applied  technology  services  including  radar,  image and  signal  processing,
logistics  management  systems,  and  geospatial  services  and  products.   The
Company's  record setting  Government  performance  rating allows the Company to
consistently   win  repeat  business  and  establish   long-term   client-vendor
relationships  with their  contract  customers.  PAR  provides  its  clients the
technical expertise necessary to facilitate and operate complex systems utilized
by government agencies.

     The Company will continue to leverage its core technical  capabilities  and
performance  into related  technical  areas and an expanding  customer base. The
Company will seek to accelerate  this growth through  strategic  acquisitions of
businesses that broaden the Company's technology and/or business base.
<PAGE>

Summary

     The Company believes it can be successful in its two core business segments
-  Hospitality  and  Government - due to its focus and industry  expertise.  PAR
remains  committed to streamlining  operations and improving  return on invested
capital through a variety of initiatives.

Results of  Operations  -- Three Months  Ended March 31, 2008  Compared to Three
Months Ended March 31, 2007

     The Company reported  revenues of $52.1 million for the quarter ended March
31,  2008,  an increase of 9% from the $47.8  million  reported  for the quarter
ended March 31, 2007.  The  Company's  net loss for the quarter  ended March 31,
2008 was  $744,000,  or $.05 diluted  loss per share,  compared to a net loss of
$1.3 million and a $.09 diluted net loss per share for the same period in 2007.

     Product revenues from the Company's  Hospitality segment were $16.9 million
for the quarter  ended March 31, 2008,  an increase of 1% from the $16.7 million
recorded in 2007. This increase was due to a 2% improvement in domestic  product
sales  primarily due to solution  sales to new  restaurant  customers.  This was
partially  offset by a decline in hardware orders from a major customer  pending
the  release of that  customer's  new third  party  software.  This third  party
software was released in April and sales to this major  customer are expected to
increase  over the balance of the year.  This  increase in domestic  revenue was
partially offset by a 2% decline in international  product sales.  This decrease
was due to the timing of restaurant customer orders in Asia.

     Customer service  revenues are also generated by the Company's  Hospitality
segment.  The  Company's  service  offerings  include   installation,   software
maintenance,  training, twenty-four hour help desk support and various depot and
on-site service  options.  Customer  service revenues were $16.4 million for the
quarter ended March 31, 2008, a 6% increase from $15.5 million  reported for the
same period in 2007.  The growth is  primarily  related to  increases in several
service areas including onsite contracts and professional service activities.

     Contract revenues from the Company's  Government segment were $18.8 million
for the quarter  ended March 31, 2008,  an increase of 20% when  compared to the
$15.6 million  recorded in the same period in 2007.  This increase was primarily
due to the start of new contracts in both the information technology outsourcing
and imaging  information  areas,  including the timing of  subcontract  work and
material buys on these new contracts.  These outsourcing  operations provided by
the Company  directly  support U.S. Navy, Air Force and Army  operations as they
seek to convert their military information technology  communications facilities
into  contractor-run  operations and to meet new  requirements  with  contractor
support.  The imaging  information  work of the Company includes high technology
research involving information archive and retrieval as well as sensors.
<PAGE>

     Product  margins  for the  quarter  ended  March 31,  2008 were  44.2%,  an
increase  of 590 basis  points  from the 38.3% for the  quarter  ended March 31,
2007.  This  increase in margins was  primarily  attributable  to an increase in
software revenue from restaurant customers.

     Customer  service margins were 24% for the quarter ended March 31, 2008, an
increase  of 230 basis  points  compared  to 21.7% for the same  period in 2007.
Service margins increased primarily due to improved margins in field service and
installation as revenue increased in both of these areas.

     Contract margins were 5.1% for the quarter ended March 31, 2008, a decrease
of 160 basis points  compared to 6.7% for the same period in 2007.  This decline
was due to new contract starts and to lower margins on the subcontract  work and
material buys described above. The most significant components of contract costs
in 2008 and 2007 were  labor and  fringe  benefits.  For 2008,  labor and fringe
benefits were $13.6 million or 76% of contract  costs  compared to $12.6 million
or 86% of contract costs for the same period in 2007.

     Selling,  general and administrative  expenses are virtually all related to
the Company's Hospitality segment.  Selling, general and administrative expenses
for the quarter ended March 31, 2008 were $9.1  million,  an increase of 4% from
the $8.7 million for the same period in 2007. This increase was primarily due to
a rise in sales and marketing  expenses  associated with restaurant  products as
the  Company  is  investing  in  its  international  infrastructure  and  in the
expansion of its dealer channel.

     Research  and  development  expenses  relate  primarily  to  the  Company's
Hospitality segment. Research and development expenses were $4.1 million for the
quarter ended March 31, 2008,  an increase of 8% from the $3.8 million  recorded
in 2007.  The increase was primarily  attributable  to the  Company's  continued
research and development in its next generation  software and hardware  products
for its restaurant customers.

     Amortization of identifiable intangible assets was $390,000 for the quarter
ended March 31, 2008,  unchanged from 2007.  Amortization is on the identifiable
assets acquired in the Company's acquisitions over the last several years.

     Other  income,  net,  was  $314,000  for the  quarter  ended March 31, 2008
compared  to  $240,000  for the same  period  in 2007.  Other  income  primarily
includes rental income and foreign  currency gains and losses.  This increase is
primarily due to an increase in foreign currency gains in 2008 versus 2007.

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$348,000  for the quarter  ended March 31, 2008 as compared to $222,000 in 2007.
The increase is primarily  due to interest  expense  recognized on the Company's
<PAGE>

interest  rate swap  agreement  that was  entered  into in  September  2007.  In
addition,  the Company's average borrowings  increased in 2008 compared to 2007.
These increases were partially  offset by a decrease in the Company's  borrowing
rate in 2008 when compared to 2007.

     For the  quarters  ended March 31, 2008 and 2007,  the  Company's  expected
effective income tax rate based on projected pre-tax income was 40.3% and 37.3%,
respectively.  The increase in effective tax rate is primarily  attributable  to
the expiration of the Research and  Experimental  Tax Credit at the end of 2007.
Also  contributing to the increase in effective tax rate was the taxable portion
of the proceeds from the voluntary  conversion of a Company-owned life insurance
policy in the quarter  ended  March 31,  2008.  Due to the pre-tax  loss for the
quarters  ended March 31, 2008 and 2007,  the Company  provided a tax benefit of
40.3% and 37.3%,  respectively,  as its estimate of the annual  effective income
tax rate based on projected pre-tax income as indicated above.

Liquidity and Capital Resources

     The  Company's  primary  sources  of  liquidity  have  been  cash flow from
operations and lines of credit with various  banks.  Cash used by operations was
$4.1 million for the three months ended March 31, 2008  compared to $1.2 million
for 2007. In 2008,  cash was impacted by the  operating  loss for the period and
the timing of vendor and  salaries  and benefits  payments.  This was  partially
offset by the  collection of accounts  receivable.  In 2007,  cash was primarily
used to fund inventory  growth and the operating  loss for the period.  This was
offset by a reduction in accounts receivable.

     Cash generated by investing  activities was $1 million for the three months
ended March 31,  2008 versus cash used of $793,000  for the same period in 2007.
In 2008,  the Company  received $1.6 million from the voluntary  conversion of a
Company-owned life insurance policy. In 2008, capital expenditures were $178,000
and were primarily for computer equipment.  Capitalized  software costs relating
to software  development of Hospitality  segment products were $250,000 in 2008.
In  2007,   capital   expenditures   were  $332,000  and  were  principally  for
manufacturing and research and development equipment. Capitalized software costs
relating to software  development of Hospitality  segment products were $401,000
in 2007.

     Cash provided by financing activities was $1.9 million for the three months
ended March 31, 2008 versus $297,000 in 2007. In 2008, the Company increased its
short-term  borrowings  by $2.1  million and  decreased  its  long-term  debt by
$174,000. The Company also benefited $20,000 from the exercise of employee stock
options.  In 2007,  the Company  increased  its  short-term  bank  borrowings by
$157,000,  benefited  $166,000  from the exercise of employee  stock options and
decreased its long-term debt by $26,000.
<PAGE>

     The Company has an aggregate  availability of $20,000,000 in unsecured bank
lines of  credit.  One line  totaling  $12,500,000  bears  interest  at the bank
borrowing  rate (5.1% at March 31, 2008).  The second line of $7,500,000  allows
the  Company,  at its  option,  to  borrow  funds  at the  LIBOR  rate  plus the
applicable  interest  rate spread or at the bank's  prime  lending rate (4.5% at
March 31, 2008).  These lines expire in April 2009. At March 31, 2008, there was
$4,604,000  outstanding  under these lines.  The weighted  average interest rate
paid by the Company was 5.6% during 2008 and 6.3% during 2007.  These facilities
contain  certain loan  covenants  including  leverage and fixed charge  coverage
ratios.  In the first  quarter of 2008,  the Company did not attain the required
ratios  but   received   waivers   from  its  banks  from  these   requirements.
Additionally,  the waivers  require the Company to refinance its existing credit
agreements by June 16, 2008. On May 7, 2008,  the Company  executed a commitment
letter with one of the lenders  above to enter into a new credit  facility.  The
commitment  initially  provides the Company $7,500,000 in a working capital line
of credit along with a term loan of $5,550,000, and allows the lender to arrange
for  participation  by  another  lender in up to an  additional  $12,500,000  in
availability  under the working capital line of credit. The terms and conditions
of the commitment  letter will provide the Company with  availability  under the
line of credit up to 36 months from the date of closing and escalating principal
payments on the term loan  through  2012.  The  waivers  require a change in the
applicable  interest  rate spread  effective  May 7, 2008 based on the Company's
actual  leverage ratio for the quarter.  The committed  credit  facility will be
secured by certain assets of the Company.  The commitment letter expires on June
16, 2008.

     In 2006,  the Company  borrowed  $6,000,000  under an  unsecured  term loan
agreement,  executed  as an  amendment  to  one  of  its  bank  line  of  credit
agreements, in connection with the asset acquisition from SIVA Corporation.  The
loan  provides  for  interest  only  payments  in the first year and  escalating
principal  payments through 2012. The loan bears interest at the LIBOR rate plus
the  applicable  interest  rate spread (5.1% at March 31,  2008).  The terms and
conditions of this line of credit  agreement  described  above apply to the term
loan.

     In September 2007, the Company entered into an interest rate swap agreement
associated  with a $6,000,000  variable  rate loan with  principal  and interest
payments due through August 2012. At September 30, 2007, the notional  principal
amount  totaled  $6,000,000.  This  instrument  was  utilized  by the Company to
minimize significant unplanned fluctuations in earnings and cash flows caused by
interest rate  volatility.  The Company did not adopt hedge accounting under the
provision of FASB Statement No 133,  Accounting for Derivative  Instruments  and
Hedging Activities, but rather records the fair market value adjustments through
the consolidated statements of operations each period. The associated fair value
adjustment  included  within the  consolidated  statements of operations for the
three months ended March 31, 2008 was $164,000 and is included as an increase to
interest expense.

     The  Company  has a  $1,830,000  mortgage  collateralized  by certain  real
estate.  The annual mortgage payment  including  interest totals  $226,000.  The
mortgage bears interest at a fixed rate of 7% and matures in 2010.

     During  fiscal  year  2008,  the  Company   anticipates  that  its  capital
requirements  will be $2 - $3 million.  The Company does not usually  enter into
long term contracts with its major Hospitality  segment  customers.  The Company
commits to purchasing  inventory  from its suppliers  based on a combination  of
<PAGE>
internal  forecasts and the actual orders from  customers.  This process,  along
with good relations with  suppliers,  minimizes the working  capital  investment
required  by the  Company.  Although  the  Company  lists two  major  customers,
McDonald's and Yum!  Brands,  it sells to hundreds of individual  franchisees of
these corporations, each of which is individually responsible for its own debts.

These  broadly  made sales  substantially  reduce  the  impact on the  Company's
liquidity if one individual  franchisee reduces the volume of its purchases from
the Company in a given year. The Company, based on internal forecasts,  believes
its existing cash, line of credit facilities and its anticipated  operating cash
flow will be sufficient to meet its cash requirements  through at least the next
twelve months.  However,  the Company may be required,  or could elect,  to seek
additional funding prior to that time. The Company's future capital requirements
will depend on many factors including its rate of revenue growth, the timing and
extent of spending to support product  development  efforts,  expansion of sales
and marketing,  the timing of  introductions of new products and enhancements to
existing  products,  and market  acceptance of its products.  The Company cannot
assure that additional  equity or debt financing will be available on acceptable
terms or at all. The Company's  sources of liquidity  beyond twelve  months,  in
management's  opinion,  will be its cash  balances  on hand at that time,  funds
provided  by  operations,  funds  available  through its lines of credit and the
long-term credit facilities that it can arrange.

Recent Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, "Fair Value  Measurements"
("SFAS 157"), which provides guidance for measuring the fair value of assets and
liabilities,   as  well  as  requires  expanded  disclosures  about  fair  value
measurements.  SFAS 157 indicates that fair value should be determined  based on
the  assumptions  marketplace  participants  would use in  pricing  the asset or
liability,  and provides  additional  guidelines to consider in determining  the
market-based  measurement.  The Company  adopted SFAS 157 as of January 1, 2008,
with  the  exception  of the  application  of  the  statement  to  non-recurring
nonfinancial  assets  and  nonfinancial  liabilities.  Refer  to  Note  5 to the
Unaudited Interim Consolidated Financial Statements for additional discussion on
fair value measurements. This did not have a material impact on the consolidated
financial statements.

     In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial  Liabilities"  ("SFAS 159"). SFAS 159 permits all
entities to choose to measure eligible items at fair value at specified election
dates.  SFAS 159 is  effective as of the  beginning of an entity's  first fiscal
year that begins after  November 15,  2007.  The Company  adopted SFAS 159 as of
January  1,  2008  and has  elected  not to  measure  any  additional  financial
instruments  and other items at fair value.  This did not have a material impact
on the consolidated financial statements.

     In December  2007,  the FASB issued SFAS No.141  (revised  2007),  Business
Combinations  (SFAS  141(R)).  The objective of this Statement is to improve the
relevance,  representational  faithfulness, and comparability of the information
that a reporting  entity  provides  in its  financial  reports  about a business
combination.  Specifically,  it establishes principles and requirements over how
<PAGE>

the acquirer (1) recognizes and measures the identifiable  assets acquired,  the
liabilities  assumed,  and any  noncontrolling  interest  in the  acquiree;  (2)
recognizes and measures goodwill acquired in the business  combination or a gain
from a bargain  purchase,  and; (3) determines  what  information to disclose to
enable users of the  financial  statements  to evaluate the nature and financial
effects of the business  combination.  This  Statement  is effective  for fiscal
years  beginning  after  December 15, 2008  (fiscal  year 2009).  The Company is
currently  assessing  the impact of  adopting  SFAS  141(R) on its  consolidated
financial statements.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated  Financial  Statements  an amendment of ARB No. 51 (SFAS 160).  The
objective of this  Statement  is to improve the  relevance,  comparability,  and
transparency of the financial  information  that a reporting  entity provides in
its consolidated  financial statements by establishing  accounting and reporting
standards for the noncontrolling  interest in a subsidiary  (minority interests)
and for the  deconsolidation  of a subsidiary.  This  Statement is effective for
fiscal years,  and interim  periods within those fiscal years,  beginning  after
December  15, 2008 (fiscal year 2009).  The Company is currently  assessing  the
impact of adopting SFAS 160 on its consolidated financial statements.

     In March 2008, the FASB issued SFAS No. 161,  "Disclosures about Derivative
Instruments  and Hedging  Activities,  an amendment of FASB  Statement  No. 133"
(SFAS 161).  This  statement  is intended to improve  transparency  in financial
reporting  by  requiring   enhanced   disclosures  of  an  entity's   derivative
instruments and hedging  activities and their effects on the entity's  financial
position,  financial  performance,  and  cash  flows.  SFAS 161  applies  to all
derivative  instruments within the scope of SFAS 133, "Accounting for Derivative
Instruments and Hedging  Activities" (SFAS 133) as well as related hedged items,
bifurcated  derivatives,  and nonderivative  instruments that are designated and
qualify as hedging  instruments.  Entities with instruments  subject to SFAS 161
must  provide more robust  qualitative  disclosures  and  expanded  quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim  periods  beginning after November 15, 2008 (fiscal
year  2009),  with  early  application  permitted.   The  Company  is  currently
evaluating the disclosure  implications of this statement.

Critical Accounting Policies

     In our Annual Report on Form 10-K for the year ended  December 31, 2007, we
disclose accounting policies,  referred to as critical accounting policies, that
require  management  to use  significant  judgment or that  require  significant
estimates.  Management  regularly  reviews the selection and  application of our
critical  accounting  policies.  There  have  been no  updates  to the  critical
accounting  policies  contained  in our Annual  Report on Form 10-K for the year
ended December 31, 2007.

<PAGE>

Item 3. Quantitative and Qualitative Disclosures about Market Risk

INFLATION

         Inflation had little effect on revenues and related costs during the
first three months of 2008. Management anticipates that margins will be
maintained at acceptable levels to minimize the affects of inflation, if any.

INTEREST RATES

     As of March 31, 2008, the Company has $5 million in variable long-term debt
and $5.4  million in variable  short-term  debt.  The Company  believes  that an
adverse  change in interest  rates of 100 basis points would not have a material
impact on our  business,  financial  condition,  results of  operations  or cash
flows.

FOREIGN CURRENCY

     The Company's  primary exposures relate to certain  non-dollar  denominated
sales and operating  expenses in Europe and Asia.  These primary  currencies are
the Euro, the Australian  dollar and the Singapore dollar.  Management  believes
that foreign currency  fluctuations  should not have a significant impact on our
business,  financial conditions,  results of operations or cash flows due to the
low volume of business affected by foreign currencies.

Item 4. Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures.

     As of the  end of the  period  covered  by  this  report,  our  management,
including our Chief Executive Officer and Chief Financial  Officer,  carried out
an evaluation of the  effectiveness  of the Company's  "disclosure  controls and
procedures"  (as defined in the Securities  Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)) of the Company. These officers have concluded that our disclosure
controls and  procedures  are  effective.  As such, we believe that all material
information  relating  to us and our  consolidated  subsidiaries  required to be
disclosed in our periodic  filings with the Securities  and Exchange  Commission
(i) is recorded,  processed,  summarized  and reported  within the required time
period,  and (ii) is accumulated and  communicated to the Company's  management,
including  our  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate, to allow timely decisions regarding required disclosure.

     (b) Changes in Internal Control over Financial Reporting.

     There was no change  in the  Company's  internal  controls  over  financial
reporting,  as defined in Rule  13a-15(f) of the Exchange Act during the quarter
ended March 31, 2008 that has materially  affected,  or is reasonably  likely to
materially affect, such internal controls over financial reporting.
<PAGE>


                           PART II - OTHER INFORMATION

Item 1A.  Risk Factors

     The Company is exposed to certain risk  factors that may effect  operations
and/or  financial  results.  The  significant  factors  known to the Company are
described in the Company's most recently filed Annual Report on Form 10-K. There
have been no material  changes from the risk factors as previously  disclosed in
the Company's Annual Report on Form 10-K.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

Item 5.  Other Information

     On January 8, 2008, PAR Technology  Corporation  furnished a report on Form
8-K pursuant to Items 5.02 and 9.01 (Departure of Directors or Certain Officers;
Election  of   Directors;   Appointment   of  Certain   Officers;   Compensatory
Arrangements  of Certain  Officers) and  (Financial  Statements  and  Exhibits),
respectively.

     On February 11, 2008, PAR Technology Corporation furnished a report on Form
8-K to report its results of operations for the quarterly period ending December
31, 2007.

Item 6.  Exhibits

                                List of Exhibits


        Exhibit No.                   Description of Instrument
        -----------                   -------------------------

           31.1                 Certification of Chairman of the Board
                                and Chief Executive Officer Pursuant
                                to Section 302 of the Sarbanes-Oxley Act
                                of 2002.

           31.2                 Certification of Vice President, Chief
                                Financial Officer and Treasurer Pursuant
                                to Section 302 of the Sarbanes-Oxley Act
                                of 2002.

           32.1                 Certification of Chairman of the Board
                                and Chief Executive Officer and
                                Vice President, Chief Financial Officer
                                and Treasurer Pursuant to 18 U.S.C.
                                Section 1350, as Adopted Pursuant to
                                Section 906 of the Sarbanes-Oxley Act of 2002.


<PAGE>

                                   SIGNATURES




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.











                                         PAR TECHNOLOGY CORPORATION
                                         --------------------------
                                                 (Registrant)









Date:  May 12, 2008



                                         /s/RONALD J. CASCIANO
                                         ---------------------------------------
                                         Ronald J. Casciano
                                         Vice President, Chief Financial Officer
                                         and Treasurer











<PAGE>




                                  Exhibit Index




                                                                     Sequential
                                                                        Page
       Exhibit                                                         Number
       -------                                                         ------


        31.1       Certification of Chairman of the Board               E-1
                   and Chief Executive Officer Pursuant
                   to Section 302 of the Sarbanes-Oxley Act
                   of 2002.

        31.2       Certification of Vice President, Chief               E-2
                   Financial Officer and Treasurer Pursuant
                   to Section 302 of the Sarbanes-Oxley Act
                   of 2002.

        32.1       Certification of Chairman of the Board               E-3
                   and Chief Executive Officer and
                   Vice President, Chief Financial Officer
                   and Treasurer Pursuant to 18 U.S.C.
                   Section 1350, as Adopted Pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002.




<PAGE>
                                  Exhibit 31.1

                           PAR TECHNOLOGY CORPORATION
                         STATEMENT OF EXECUTIVE OFFICER

I, John W. Sammon certify that:

1.   I have reviewed this report on Form 10-Q of PAR Technology Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)), for the registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluations; and

          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most recent fiscal  quarter and that has materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting.

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


Date: May 12, 2008
                                             /s/John W. Sammon
                                             ---------------------------
                                             John W. Sammon
                                             Chairman of the Board and
                                             Chief Executive Officer

                                       E-1
<PAGE>
                                  Exhibit 31.2

                           PAR TECHNOLOGY CORPORATION
                         STATEMENT OF EXECUTIVE OFFICER

I, Ronald J. Casciano, certify that:

1.   I have reviewed this report on Form 10-Q of PAR Technology Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)), for the registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

          c.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluations; and

          d.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most recent fiscal  quarter and that has materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting.

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: May 12, 2008
                                             /s/Ronald J. Casciano
                                             ---------------------------
                                             Ronald J. Casciano
                                             Vice President, Chief Financial
                                             Officer & Treasurer

                                       E-2
<PAGE>

                                  Exhibit 32.1


                           PAR TECHNOLOGY CORPORATION
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of PAR Technology  Corporation (the
"Company")  on Form 10-Q for the quarter  ended March 31, 2008 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  we, John
W.  Sammon  and  Ronald J.  Casciano,  Chairman  of the Board & Chief  Executive
Officer and Vice President,  Chief Financial Officer & Treasurer of the Company,
certify  pursuant to 18 U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that to the best of our knowledge:


          (1)  The Report fully  complies with the  requirement of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended; and

          (2)  The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.






/s/John W. Sammon
-------------------------------
John W. Sammon
Chairman of the Board & Chief Executive Officer
May 12, 2008

/s/Ronald J. Casciano
-------------------------------
Ronald J. Casciano
Vice President, Chief Financial Officer & Treasurer
May 12, 2008












                                       E-3