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 June 30, 2009. 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 has submitted  electronically
and  posted on its  Corporate  Web site,  if any,  every  Interactive  Data File
required  to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T
during the preceding 12 months (or for such shorter  period that the  registrant
was required to submit and post such files). Yes [ ] 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. Large Accelerated
Filer [ ]  Accelerated  Filer [X]  Non-Accelerated  Filer [ ] (Do not check if a
smaller reporting company) 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 as of
July 31, 2009 - 14,605,440 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 and six months ended June 30, 2009 and 2008

                   -  Consolidated Statements of Comprehensive Income (Loss) for
                      the three and six months ended June 30, 2009 and 2008

                   -  Consolidated Balance Sheets at
                      June 30, 2009 and December 31, 2008

                   -  Consolidated Statements of Cash Flows
                      for the six months ended June 30, 2009 and 2008

                   -  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
<TABLE>
<CAPTION>

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


                                                                 For the three months                For the six months
                                                                    ended June 30,                      ended June 30,
                                                          --------------------------------       --------------------------
                                                              2009                2008                2009           2008
                                                          -------------      -------------       ------------     ---------
<S>                                                         <C>               <C>                 <C>             <C>
Net revenues:
     Product                                                $    17,178       $   20,751          $   37,415      $  37,648
     Service                                                     19,065           17,729              39,046         34,144
     Contract                                                    18,216           18,754              38,466         37,549
                                                            -----------       ----------          ----------      ---------
                                                                 54,459           57,234             114,927        109,341
                                                            -----------       ----------          ----------      ---------
Costs of sales:
     Product                                                     11,485           12,612              24,553         22,037
     Service                                                     13,385           12,877              27,862         25,360
     Contract                                                    17,227           17,713              36,463         35,553
                                                            -----------       ----------          ----------      ---------
                                                                 42,097           43,202              88,878         82,950
                                                            -----------       ----------          ----------      ---------

           Gross margin                                          12,362           14,032              26,049         26,391
                                                            -----------       ----------          ----------      ---------
Operating expenses:
     Selling, general and administrative                          8,647            8,742              18,242         17,803
     Research and development                                     3,048            3,890               6,357          8,011
     Amortization of identifiable intangible assets                 368              389                 733            779
                                                            -----------       ----------          ----------      ---------
                                                                 12,063           13,021              25,332         26,593
                                                            -----------       ----------          ----------      ---------

Operating income (loss)                                             299            1,011                 717           (202)
Other income, net                                                   156              229                 263            543
Interest expense                                                    (82)            (121)               (222)          (470)
                                                            -----------       ----------          ----------      ---------
Income (loss) before provision for income taxes                     373            1,119                 758           (129)
(Provision) benefit for income taxes                               (135)            (445)               (273)            58
                                                            -----------       ----------          ----------      ---------
Net income (loss)                                           $       238       $      674          $      485      $     (71)
                                                            ===========       ==========          ==========      =========
Earnings (loss) per share
     Basic                                                  $       .02       $      .05          $      .03      $    (.00)
     Diluted                                                $       .02       $      .05          $      .03      $    (.00)

Weighted average shares outstanding
     Basic                                                       14,501           14,394              14,487         14,386
                                                            ===========       ==========          ==========      =========
     Diluted                                                     14,787           14,798              14,757         14,386
                                                            ===========       ==========          ==========      =========
</TABLE>

See notes to unaudited interim consolidated financial statements


<PAGE>




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

<TABLE>
<CAPTION>

                                                                 For the three months                For the six months
                                                                    ended June 30,                      ended June 30,
                                                          --------------------------------       --------------------------
                                                              2009                2008                2009           2008
                                                          -------------      -------------       ------------     ---------
<S>                                                         <C>               <C>                 <C>             <C>

Net income (loss)                                           $       238       $      674          $      485      $     (71)
Other comprehensive income, net of tax:
     Foreign currency translation adjustments                       468              140                 190             36
                                                            -----------       ----------          ----------      ---------
Comprehensive income (loss)                                 $       706       $      814          $      675      $     (35)
                                                            ===========       ==========         ===========      =========





</TABLE>


























See notes to unaudited interim consolidated financial statements


<PAGE>


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

                                                          June 30, December 31,
                                                            2009        2008
                                                         ---------- -----------
Assets
Current assets:
     Cash and cash equivalents .......................   $   8,103    $   6,227
     Accounts receivable-net .........................      38,310       53,582
     Inventories-net .................................      41,875       41,132
     Income tax refunds ..............................         240          208
     Deferred income taxes ...........................       5,273        5,301
     Other current assets ............................       2,659        3,588
                                                         ---------    ---------
         Total current assets ........................      96,460      110,038
Property, plant and equipment - net ..................       6,737        6,879
Deferred income taxes ................................         989        1,525
Goodwill .............................................      26,005       25,684
Intangible assets - net ..............................       7,604        8,251
Other assets .........................................       1,583        1,611
                                                         ---------    ---------
           Total Assets ..............................   $ 139,378    $ 153,988
                                                         =========    =========
Liabilities and Shareholders' Equity
Current liabilities:
     Current portion of long-term debt ...............   $   2,830    $   1,079
     Borrowings under lines of credit ................       5,500        8,800
     Accounts payable ................................      10,759       15,293
     Accrued salaries and benefits ...................       7,938        8,360
     Accrued expenses ................................       2,752        3,962
     Customer deposits ...............................       2,276        6,157
     Deferred service revenue ........................      14,363       16,318
                                                         ---------    ---------
         Total current liabilities ...................      46,418       59,969
                                                         ---------    ---------
Long-term debt .......................................       3,600        5,852
                                                         ---------    ---------
Other long-term liabilities ..........................       1,867        1,910
                                                         ---------    ---------
Shareholders' Equity:
     Preferred stock, $.02 par value,
       1,000,000 shares authorized ...................        --           --
     Common stock, $.02 par value,
       29,000,000 shares authorized;
       16,258,195 and 16,189,718 shares issued;
        14,605,440 and 14,536,963 outstanding ........         325          324
     Capital in excess of par value ..................      40,733       40,173
     Retained earnings ...............................      53,153       52,668
     Accumulated other comprehensive loss ............      (1,209)      (1,399)
     Treasury stock, at cost, 1,652,755 shares .......      (5,509)      (5,509)
                                                         ---------    ---------
         Total shareholders' equity ..................      87,493       86,257
                                                         ---------    ---------
           Total Liabilities and Shareholders' Equity    $ 139,378    $ 153,988
                                                         =========    =========


See notes to unaudited interim consolidated financial statements
<PAGE>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                          For the six months ended June 30,
                                                                          ---------------------------------
                                                                                   2009         2008
                                                                               ------------  ---------
<S>                                                                              <C>         <C>
Cash flows from operating activities:
    Net income (loss) ........................................................   $    485    $    (71)
    Adjustments to reconcile net income (loss) to net cash
           provided by (used in) operating activities:
         Depreciation and amortization .......................................      2,073       2,045
         Provision for bad debts .............................................        916          48
         Provision for obsolete inventory ....................................      1,037         731
         Equity based compensation ...........................................        371         164
         Deferred income tax .................................................        254         692
         Changes in operating assets and liabilities:
             Accounts receivable .............................................     14,356      (2,008)
             Inventories .....................................................     (1,780)     (1,220)
             Income tax refunds ..............................................        (32)       (831)
             Other current assets ............................................        929         (84)
             Other assets ....................................................         28          21
             Accounts payable ................................................     (4,534)     (5,232)
             Accrued salaries and benefits ...................................       (422)       (633)
             Accrued expenses ................................................     (1,156)       (463)
             Customer deposits ...............................................     (3,881)        191
             Deferred service revenue ........................................     (1,955)        (97)
             Other long-term liabilities .....................................        (43)          4
                                                                                 --------    --------
               Net cash provided by (used in) operating activities ...........      6,646      (6,743)
                                                                                 --------    --------
Cash flows from investing activities:
    Capital expenditures .....................................................       (769)       (695)
    Capitalization of software costs .........................................       (464)       (487)
    Contingent purchase price paid on prior year acquisitions ................        (54)       (156)
    Cash received from voluntary conversion of long-lived other assets .......       --         1,571
                                                                                 --------    --------
                Net cash provided by (used in) investing activities ..........     (1,287)        233
                                                                                 --------    --------
Cash flows from financing activities:
    Net borrowings (repayments) under line-of-credit agreements ..............     (3,300)      5,362
    Payments of long-term debt ...............................................       (501)       (357)
    Proceeds from the exercise of stock options ..............................        190         195
                                                                                 --------    --------
               Net cash provided by (used in) financing activities ...........     (3,611)      5,200
                                                                                 --------    --------
Effect of exchange rate changes on cash and cash equivalents .................        128         236
                                                                                 --------    --------
Net increase/(decrease) in cash and cash equivalents .........................      1,876      (1,074)
Cash and cash equivalents at beginning of period .............................      6,227       4,431
                                                                                 --------    --------
Cash and cash equivalents at end of period ...................................   $  8,103    $  3,357
                                                                                 ========    ========
Supplemental disclosures of cash flow information: Cash paid during the period
for:
    Interest                                                                     $    316    $    451
    Income taxes, net of refunds                                                      201          (1)
</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 and six months ended June 30, 2009 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, 2008 included in the
     Company's  December 31, 2008 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.

     The  economic  conditions  in  late  2008  and  year-to-date  2009  and the
     volatility in the financial markets in late 2008 and 2009, both in the U.S.
     and in many other countries where the Company  operates,  have  contributed
     and may continue to contribute  to higher  unemployment  levels,  decreased
     consumer spending,  reduced credit  availability  and/or declining business
     and  consumer  confidence.  Such  conditions  could  have an  impact on the
     markets in which the Company's  customers operate,  which could result in a
     reduction  of sales,  operating  income  and cash  flows  and could  have a
     material adverse impact on the Company's  significant  estimates  discussed
     above, specifically the fair value of the Company's reporting units used in
     support of its annual goodwill impairment test.

     In accordance with Financial  Accounting Standards Board Statement No. 165,
     "Subsequent  Events,"  the  Company  has  evaluated  subsequent  events for
     recognition or disclosure in the financial  statements  through the date of
     issuance, August 10, 2009.

     Certain amounts for prior periods have been reclassified to conform to the
     current period classification.


<PAGE>
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)
                                             June 30,      December 31,
                                              2009            2008
                                            --------        --------

          Finished goods .......            $ 9,527         $ 7,761
          Work in process ......              1,519           1,425
          Component parts ......             11,801          13,661
          Service parts ........             19,028          18,285
                                            -------         -------
                                            $41,875         $41,132
                                            =======         =======

     At June 30, 2009 and December 31, 2008,  the Company had recorded  reserves
     for shrinkage,  excess and obsolete inventory of $3,132,000 and $3,267,000,
     respectively.

3.   The Company applies the fair value  recognition  provisions of Statement of
     Financial  Accounting  Standards (SFAS) No. 123R Share-Based  Payment (SFAS
     123R).  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 and six months ended June 30, 2009 was
     $103,000 and $371,000, respectively. Total compensation expense included in
     operating  expenses  for the three and six  months  ended  June 30 2008 was
     $60,000 and  $164,000,  respectively.  At June 30, 2009,  the  unrecognized
     compensation  expense related to non-vested option awards was $765,000 (net
     of  estimated   forfeitures)   which  is  expected  to  be   recognized  as
     compensation expense in fiscal years 2009 through 2014.

4.   Earnings per share is 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.

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

                                                        For the three months ended June 30,
                                                        -----------------------------------
                                                                2009           2008
                                                           ------------   ------------
   <S>                                                     <C>            <C>
   Net income ..........................................   $        238   $        674
                                                           ============   ============
   Basic:
        Shares outstanding at beginning of period ......         14,474         14,382
        Weighted average shares issued during the period             27             12
                                                           ------------   ------------
        Weighted average common shares, basic ..........         14,501         14,394
                                                           ============   ============
        Earnings per common share, basic ...............   $        .02   $        .05
                                                           ============   ============

   Diluted:
        Weighted average common shares, basic ..........         14,501         14,394
        Weighted average shares issued during the period             26             11
        Dilutive impact of stock options and
          restricted stock awards ......................            260            393
                                                           ------------   ------------
        Weighted average common shares, diluted ........         14,787         14,798
                                                           ============   ============
        Earnings per common share, diluted .............   $        .02   $        .05
                                                           ============   ============

<CAPTION>

                                                         For the six months ended June 30,
                                                         ---------------------------------
                                                                2009           2008
                                                           ------------   ------------
   <S>                                                     <C>            <C>
   Net income (loss) ...................................   $        485   $        (71)
                                                           ============   ============
   Basic:
        Shares outstanding at beginning of period ......         14,471         14,372
        Weighted average shares issued during the period             16             14
                                                           ------------   ------------
        Weighted average common shares, basic ..........         14,487         14,386
                                                           ============   ============
        Earnings (loss) per common share, basic ........   $        .03   $       (.00)
                                                           ============   ============
   Diluted:
        Weighted average common shares, basic ..........         14,487         14,386
        Weighted average shares issued during the period             14             --
        Dilutive impact of stock options and
          restricted stock awards ......................            256             --
                                                           ------------   ------------
        Weighted average common shares, diluted ........         14,757         14,386
                                                           ============   ============
        Earnings (loss) per common share, diluted ......   $        .03   $       (.00)
                                                           ============   ============
</TABLE>


5.   In September 2006, the Financial  Accounting  Standards Board (FASB) issued
     Financial  Accounting Standard FAS No. 157, "Fair Value  Measurements".  In
     February 2008, the FASB issued FASB Staff Position  157-2,  "Effective Date
     of FASB  Statement  No.  157,"  which  provides a one year  deferral of the
     effective date of FAS 157 for non-financial assets and liabilities (such as
     goodwill),  except those that are  recognized or disclosed in the Company's
     financial  statements  at fair value at least  annually.  Accordingly,  the
     Company adopted the provisions of FAS 157 only for its financial assets and
<PAGE>


     liabilities  effective  January 1, 2008,  and adopted the provisions of FAS
     157 for its non-financial assets and liabilities as of January 1, 2009. FAS
     157 defines fair value as the exchange  price that would be received for an
     asset or paid for a liability in the principal or most advantageous  market
     for the  asset or  liability,  in an  orderly  transaction  between  market
     participants.  FAS 157  describes a fair value  hierarchy  based upon three
     levels of input, which are:

     Level  1 -  quoted  prices  in  active  markets  for  identical  assets  or
     liabilities  (observable)  Level 2 -  inputs  other  than  Level 1 that are
     observable,  either  directly  or  indirectly,  such as quoted  prices  for
     similar assets or liabilities,  quoted prices in inactive markets, or other
     inputs that are observable market data for essentially the full term of the
     asset or  liability  (observable)  Level 3 -  unobservable  inputs that are
     supported  by  little  or  no  market  activity,  but  are  significant  to
     determining the fair value of the asset or liability (unobservable)

     The  adoption  of the  provisions  of FAS 157 (at both  January 1, 2008 and
     2009)  did not have a  significant  impact  on the  Company's  consolidated
     results of operations or financial condition.

     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. At June 30, 2009, the fair value of the Company's interest rate swap
     included a realized  loss of  $301,000,  and is included as a component  of
     accrued expenses within the consolidated balance sheet. The associated fair
     value  adjustments  for the  three  and six  months  ended  June 30,  2009,
     respectively,  are:  $65,800 and $87,600 which are included as decreases to
     interest  expense.  The associated fair value adjustments for the three and
     six months ended June 30, 2008 , respectively, are: $148,000, included as a
     decrease  to  interest  expense;  and  $17,000,  included as an increase to
     interest expense.

     6. 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. Intersegment sales and transfers are not significant.


<PAGE>


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

                                                                       (in thousands)
                                                  For the three months                   For the six months
                                                     ended June 30,                        ended June 30,
                                             -------------------------------        --------------------------------
                                                   2009             2008                 2009               2008
                                             -------------------------------        --------------------------------
<S>                                           <C>               <C>                 <C>                <C>
     Net revenues:
           Hospitality                        $      34,587     $     38,480        $     72,389       $     71,792
           Government                                18,216           18,754              38,466             37,549
           Other                                      1,656                -               4,072                  -
                                              -------------     ------------         -----------       ------------
                 Total                        $      54,459     $     57,234         $   114,927       $    109,341
                                              =============     ============         ===========       ============

      Operating income (loss):
           Hospitality                        $        (580)    $         58        $       (976)      $     (1,981)
           Government                                   938              943               1,876              1,873
           Other                                        (59)              10                (183)               (94)
                                              -------------     ------------        ------------       ------------
                                                        299            1,011                 717               (202)
      Other income, net                                 156              229                 263                543
      Interest expense                                  (82)           (121)                (222)              (470)
                                              -------------     -----------         ------------       ------------
      Income (loss) before provision
        for income taxes                      $         373     $      1,119        $        758       $       (129)
                                              =============     ============        ============       ============

      Depreciation and amortization:
           Hospitality                        $         887     $        900        $      1,839       $      1,807
           Government                                    21               22                  41                 49
           Other                                        120               94                 193                189
                                              -------------     ------------        ------------       ------------
                 Total                        $       1,028     $      1,016        $      2,073       $      2,045
                                              =============     ============        ============       ============

      Capital expenditures:
           Hospitality                        $         323     $        441        $        509       $        543
           Government                                    --               --                  31                 35
           Other                                        152               76                 229                117
                                              -------------     ------------        ------------       ------------
                Total                         $         475     $        517        $        769       $        695
                                              =============     ============        ============       ============

      Revenues by geographic area:
           United States                      $      48,759     $     50,141        $    103,612       $     96,089
           Other Countries                            5,700            7,093              11,315             13,252
                                              -------------     ------------        ------------       ------------
                 Total                        $      54,459     $     57,234        $    114,927       $    109,341
                                              =============     ============        ============       ============
</TABLE>


     The following table represents identifiable assets by business segment:

                                         (in thousands)
                                      June 30,     December 31,
                                       2009           2008
                                    ---------       --------
   Identifiable assets:
       Hospitality .........        $118,772        $127,678
       Government ..........          10,774          13,532
       Other ...............           9,832          12,778
                                    --------        --------
   Total ...................        $139,378        $153,988
                                    ========        ========

<PAGE>

     The following table presents  identifiable  assets by geographic area based
on the location of the asset:

                                       (in thousands)
                                June 30,            December 31,
                                  2009                  2008
                              -----------           -----------

    United States             $  122,917            $  142,461
    Other Countries               16,461                11,527
                              ----------            ----------
       Total                  $  139,378            $  153,988
                              ==========            ==========


     The following table represents Goodwill by business segment:

                                       (in thousands)
                                June 30,            December 31,
                                  2009                  2008
                              -----------           -----------

    Hospitality               $   25,302            $   24,981
    Government                       703                   703
                              ----------            ----------
       Total                  $   26,005            $   25,684
                              ==========            ==========


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

                                 For the three months     For the six months
                                    ended June 30,          ended June 30,
                                 ------------------     ---------------------
                                   2009      2008         2009          2008
                                 -------   --------     -------       -------
Restaurant Segment:
     McDonald's Corporation          29%        23%         27%          21%
     YUM! Brands, Inc.               12%        16%         11%          14%
Government Segment:
     Department of Defense           33%        33%         34%          34%
All Others                           26%        28%         28%          31%
                                 -------    -------     -------      -------
                                    100%       100%        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 Technology is a leading  provider of hospitality  technology  solutions
including  software,  hardware and  professional/lifecycle  support  services to
several industries including:  restaurants,  hotels/resorts/spas,  cruise lines,
movie theaters and specialty  retailers.  In addition,  the Company provides the
Federal  Government,   and  its  agencies,   applied  technology  and  technical
outsourcing services primarily with the Department of Defense. PAR also provides
best of breed tracking systems that focus upon cold chain  technologies for road
rail, and shipping markets by providing  advanced  integrated  solutions for all
types of refrigerated and dry assets.

     The  Company's  hospitality  technology  products  are used in a variety of
applications  by thousands of  customers.  PAR faces  competition  in all of its

<PAGE>

markets (restaurants, hotels, spas, etc.) and competes primarily on the basis of
product design/features/functions,  product quality/reliability, price, customer
service,  and deployment  capability.  The most recent trend in the  hospitality
industry has been to reduce the number of approved vendors in a specific concept
to  companies  that have  global  capabilities  and reach in sales,  service and
installations, can achieve quality and delivery standards, have multiple product
offerings,  R&D  capability,  and can be  competitive  with their  pricing.  The
Company's  international scope as a technology provider to hospitality customers
is a strategic  competitive  advantage  as the  Company  can provide  innovative
solutions,  with significant  global reach, to its multinational  customers like
McDonald's, Yum! Brands, Subway, CKE Restaurants and the Mandarin Oriental Hotel
Group.  PAR's focus is to provide  totally  integrated  technology  products and
services with industry  leading customer service in the market segments in which
it competes.  The Company  continually  initiates  new research and  development
efforts to create  innovative  technology  that meets and exceeds our customers'
requirements  and  also has high  probability  for  broader  market  appeal  and
success.  PAR's business  focuses upon operating  efficiencies  and  controlling
costs. This is achieved through  investment in modern  production  technologies,
and by managing purchasing processes and functions.

     The Company is currently  focusing upon  enhancing  three distinct areas of
its  Hospitality  segment.  First,  PAR has been investing in its development of
next generation  software.  Second, the Company is building a highly capable and
further  reaching  distribution  channel.  Third,  as  the  Company's  customers
continue their expansion into  international  markets,  PAR is creating a global
infrastructure,  initially  focusing  on the  Asia/Pacific  rim  due to the  new
restaurant growth and concentration of PAR's customers in that region,  but also
one that will enhance our deployment and support internationally.

     Approximately 34% of the Company's revenues are generated in our Government
segment.  PAR  provides  IT and  communications  support  services  to the  U.S.
Department  of  Defense.  The  Company  also  offers  its  services  to  several
non-military  U.S.  federal,  state  and local  agencies  by  providing  applied
technology  including radar, image and signal processing and geospatial services
and products.  PAR's Government  performance  rating translates into the Company
consistently  winning  add-on  and  renewal  business,  and  building  long-term
client-vendor relationships. PAR can provide its clients the technical expertise
necessary  to operate  and  maintain  complex  technology  systems  utilized  by
government agencies.

     PAR's logistics  management  business continues to realize a positive trend
in its results.  This past quarter the Company announced a large new customer in
KLLM Transport  Services.  PAR continues to anticipate more acceleration in this
business as they expand the  customer  base.  As the market  realizes  the value
proposition  associated  with the real time use of  location  and  environmental
information in both asset  management and cargo quality  assurance,  PAR is well
positioned in this emerging market.
<PAGE>

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

Summary

     PAR  believes it can  continue to be  successful  in its two core  business
segments  -Hospitality  and  Government  - due to its  global  capabilities  and
industry expertise. The majority of the Company's business is in the quick-serve
restaurant sector of the hospitality  market. In regards to the current economic
downturn,  PAR  believes  that this sector will be less  impacted by the current
slowdown in consumer spending trends than other hospitality  sectors.  This is a
direct  correlation  to the  value and  convenience  PAR's  large  quick-service
customers can and do provide.

     It has been the  Company's  experience  that their  Government  business is
resistant  to  economic  cycles  including  reductions  in the  Federal  defense
budgets. PAR's I/T outsourcing business focuses on cost-effective  operations of
technology and  telecommunication  facilities which must function independent of
economic cycles and changing Federal defense budgets.

Results of  Operations  -- Three  Months  Ended June 30, 2009  Compared to Three
Months Ended June 30, 2008

     The Company  reported  revenues of $54.5 million for the quarter ended June
30,  2009,  a decrease of 4.8% from the $57.2  million  reported for the quarter
ended June 30, 2008.  The  Company's  net income for the quarter  ended June 30,
2009 was $238,000, or $.02 diluted earnings per share, compared to net income of
$674,000 and a $.05 diluted earnings per share for the same period in 2008.

     Product  revenues were $17.2 million for the quarter ended June 30, 2009, a
decrease of 17% from the $20.8 million  recorded in 2008.  This decrease was due
to a reduction  in sales to certain  restaurant  concepts as new store  rollouts
that occurred in 2008 did not recur in 2009. In addition, sales in the Company's
luxury hotel, resort and spa software business  experienced a decline during the
current  quarter.  These decreases were partially offset by an increase in sales
to  McDonald's,  as well as an  increase  in  sales of the  Company's  logistics
management products to several commercial customers.

     Customer  service  revenues  include  installation,  software  maintenance,
training,  twenty-four  hour help desk  support  and  various  depot and on-site
service  options.  Customer  service revenues were $19.1 million for the quarter
ended June 30, 2009, a 7.5% increase  from $17.7  million  reported for the same
period in 2008.  This increase is primarily  due to a major  service  initiative
with a large  restaurant  customer.  Also  contributing  to this  growth  was an
increase in revenue  associated  with the Company's depot service center as well
as service revenue associated with the Company's logistic management business.
<PAGE>

     Contract revenues were $18.2 million for the quarter ended June 30, 2009, a
decrease of 2.9% when compared to the $18.8 million for the same period in 2008.
This decrease was primarily due to timing;  more  specifically the completion of
various contracts prior to the beginning of their replacement contracts.

     Product  margins for the quarter ended June 30, 2009 were 33.1%,  a decline
of 610 basis points from the 39.2% for the same period in 2008. This decrease in
margins  was mostly due to a shift in product mix as  hardware  sales  increased
while  software  revenue  decreased  in 2009 when  compared  to 2008.  The lower
software  revenue was  attributable  to a drop in table  service  revenue as the
Company fulfilled the requirements of a major customer in 2008.

     Customer service margins were 29.8% for the quarter ended June 30, 2009, an
increase  of 240 basis  points  compared  to 27.4% for the same  period in 2008.
Service margins increased  primarily due to higher  installation  revenue from a
special  initiative  with a major  restaurant  customer as well as higher volume
within the depot service center.

     Contract  margins were 5.4% for the quarter ended June 30, 2009, a decrease
of 20 basis points  compared to 5.6% for the same period in 2008.  This decrease
was due to  lower  margins  on  certain  new  fixed  price  contracts.  The most
significant  components of contract costs in 2009 and 2008 were labor and fringe
benefits.  For 2009,  labor and fringe  benefits  were  $12.8  million or 77% of
contract  costs  compared to $12.8 million or 72% of contract costs for the same
period in 2008.

     Selling, general and administrative expenses for the quarter ended June 30,
2009 were $8.6  million,  a decrease  of 1% from the $8.7  million  for the same
period  in  2008.  This  decrease  was  primarily  due to a  reduction  in sales
personnel,  partially offset by favorable bad debt recoveries from 2008 that did
not recur in 2009.

     Research and  development  expenses  were $3 million for the quarter  ended
June 30,  2009, a decrease of 21.6% from the $3.9 million for the same period in
2008. The decrease was primarily  attributable  to cost  reductions  achieved in
outsourcing  through  the  use  of  strategic   restaurant  product  development
relationships.  This was partially offset by the Company's continued  investment
in its logistics management business.

     Amortization of identifiable intangible assets was $368,000 for the quarter
ended June 30,  2009,  compared  to $389,000  for the same period in 2008.  This
decrease was due to certain intangible assets becoming fully amortized in 2008.
<PAGE>

     Other  income,  net,  was  $156,000  for the  quarter  ended June 30,  2009
compared  to  $229,000  for the same  period  in 2008.  Other  income  primarily
includes  rental income and foreign  currency gains and losses.  The decrease is
primarily due to a decline in currency gains.

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$82,000 for the quarter ended June 30, 2009 as compared to $121,000 for the same
period  in  2008.  The  decrease  is  primarily  due to lower  interest  expense
recognized on the Company's interest rate swap agreement that it entered into in
September 2007. The decline was also due to lower borrowings and a lower average
borrowing rate in 2009 compared to 2008.

     For the  quarters  ended June 30,  2009 and 2008,  the  Company's  expected
effective income tax rate based on projected pre-tax income was 36.2% and 39.8%,
respectively. The variance from the federal statutory rate in 2009 was primarily
due to state income taxes and various nondeductible expenses partially offset by
the research and  experimental  tax credit.  For 2008, the increase in effective
tax rate was  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 2008.


Results of  Operations  -- Six Months Ended June 30, 2009 Compared to Six Months
Ended June 30, 2008

     The Company  reported  revenues of $114.9  million for the six months ended
June 30, 2009, an increase of 5.1% from the $109.3 million  reported for the six
months ended June 30, 2008.  The  Company's  net income for the six months ended
June 30, 2009 was $485,000,  or $.03 diluted  earnings per share,  compared to a
net loss of $71,000 and a ($0.00) diluted net loss per share for the same period
in 2008.

     Product revenues were $37.4 million for the six months ended June 30, 2009,
a decrease of 1% from the $37.6 million  recorded in 2008. This decrease was due
to a reduction  in sales to certain  restaurant  concepts as new store  rollouts
that occurred in 2008 did not recur in 2009. In addition, sales in the Company's
luxury hotel, resort and spa software business  experienced a decline during the
current  quarter.  These decreases were partially offset by an increase in sales
to McDonald's,  which have increased 20% globally during the first half of 2009,
as well as an increase in sales of the Company's  logistics  management products
to several commercial customers.

     Customer  service  revenues  include  installation,  software  maintenance,
training,  twenty-four  hour help desk  support  and  various  depot and on-site
service  options.  Customer service revenues were $39 million for the six months
ended June 30,  2009, a 14% increase  from $34.1  million  reported for the same

<PAGE>

period in 2008.  This increase is primarily  due to a major  service  initiative
with a large  restaurant  customer.  Also  contributing  to this  growth  was an
increase in revenue  associated  with the Company's depot service center as well
as service revenue associated with the Company's logistic management business.

     Contract  revenues  were $38.5  million  for the six months  ended June 30,
2009,  an increase of 2.4% when  compared to the $37.5  million  recorded in the
same  period  in 2008.  This  increase  was  primarily  due to the  start of new
contracts in the information  technology  outsourcing area, including the timing
of subcontract work and material purchases.

     Product  margins  for the six months  ended  June 30,  2009 were  34.4%,  a
decline of 710 basis  points  from the 41.5% for the same  period in 2008.  This
decrease  in  margins  was due to a  shift  in  product  mix as  hardware  sales
increased  while software  revenue  decreased in 2009 when compared to 2008. The
lower software  revenue was  attributable  to a drop in table service revenue as
the Company fulfilled the requirements of a major customer in 2008.

     Customer service margins were 28.6% for the six months ended June 30, 2009,
an increase of 290 basis  points  compared to 25.7% for the same period in 2008.
Service margins increased  primarily due to higher  installation  revenue from a
special  initiative with a major  restaurant  customer as well as an increase in
margins earned by the depot service repair center due to higher volume.

     Contract  margins  were 5.2% for the six  months  ended  June 30,  2009,  a
decrease of 10 basis points  compared to 5.3% for the same period in 2008.  This
decrease was due to lower margins on certain new fixed price contracts. The most
significant  components of contract costs in 2009 and 2008 were labor and fringe
benefits.  For 2009,  labor and fringe  benefits  were  $26.3  million or 74% of
contract  costs  compared to $26.4 million or 74% of contract costs for the same
period in 2008.

     Selling, general and administrative expenses for the six months ended June
30, 2009 were $18.2 million, an increase of 2.5% from the $17.8 million for the
same period in 2008. This increase was primarily due to expenses associated with
the Company's logistics management business, partially offset by decreases in
selling expenses associated with the Company's restaurant and hotel and spa
businesses.

     Research  and  development  expenses  were $6.4  million for the six months
ended June 30, 2009, a decrease of 20.6% from the $8 million for the same period
in 2008. The decrease was primarily  attributable to cost reductions achieved in
outsourcing through strategic  relationships,  which was partially offset by the
Company's investment in its logistics management business.

     Amortization  of  identifiable  intangible  assets was $733,000 for the six
months  ended June 30,  2009,  compared to $779,000 for the same period in 2008.
This decrease was due to certain  intangible  assets becoming fully amortized in
2008.
<PAGE>

     Other  income,  net,  was  $263,000  for the six months ended June 30, 2009
compared  to  $543,000  for the same  period  in 2008.  Other  income  primarily
includes  rental income and foreign  currency gains and losses.  The decrease is
primarily due to a decline in currency gains.

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$222,000  for the six months ended June 30, 2009 as compared to $470,000 for the
same period in 2008.  The decrease is primarily  due to lower  interest  expense
recognized on the Company's interest rate swap agreement that it entered into in
September 2007. The decline was also due to lower borrowings and a lower average
borrowing rate in 2009 compared to 2008.

     For the six months  ended June 30, 2009 and 2008,  the  Company's  expected
effective  income tax rate based on  projected  pre-tax  income was 36% and 45%,
respectively. The variance from the federal statutory rate in 2009 was primarily
due to state income taxes and various nondeductible expenses partially offset by
the research and  experimental  tax credit.  For 2008, the increase in effective
tax rate was  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 2008.

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 provided by operations
was $6.6 million for the six months ended June 30, 2009 compared to cash used by
operations of $6.7 million for 2008.  In 2009,  cash was generated by collection
of  accounts  receivable  partially  offset by a decline  in  accounts  payable,
accrued expenses and customer deposits. In 2008, cash was impacted by the timing
of payments to vendors and a growth in accounts receivable.

     Cash used in investing activities was $1.3 million for the six months ended
June 30, 2009 versus cash generated by investing  activities of $233,000 for the
same  period in 2008.  In 2009,  capital  expenditures  were  $769,000  and were
primarily for manufacturing, office and computer equipment. Capitalized software
costs  relating to software  development of  Hospitality  segment  products were
$464,000 in 2009. In 2008, the Company  received $1.6 million from the voluntary
conversion  of  a  Company-owned   life  insurance  policy.  In  2008,   capital
expenditures  were  $695,000  and  were  principally  for  computer   equipment.
Capitalized  software  costs  relating to software  development  of  Hospitality
segment products were $487,000 in 2008.

     Cash used in financing activities was $3.6 million for the six months ended
June 30, 2009 versus cash provided of $5.2 million in 2008. In 2009, the Company
decreased its  short-term  borrowings  by $3.3 million,  decreased its long-term

<PAGE>

debt by $501,000 and also benefited $190,000 from the exercise of employee stock
options.  In 2008, the Company  increased its short-term bank borrowings by $5.4
million,  decreased its long-term  debt by $357,000 and benefited  $195,000 from
the exercise of employee stock options.

     The Company has a credit  agreement with a bank under which the Company has
a borrowing availability up to $20 million in the form of a line of credit. This
agreement allows the Company,  at its option,  to borrow funds at the LIBOR rate
plus the  applicable  interest  rate spread  (1.57% at June 30,  2009) or at the
bank's prime  lending rate plus the  applicable  interest  rate spread (3.25% at
June 30, 2009). This agreement expires in June 2011. At June 30, 2009, there was
$5.5 million  outstanding  under this agreement.  The weighted  average interest
rate paid by the  Company  was 2.21%  during  the second  quarter of 2009.  This
agreement  contains certain loan covenants  including  leverage and fixed charge
coverage  ratios.  The Company is in compliance with these covenants at June 30,
2009. This credit facility is secured by certain assets of the Company.

     In 2006,  the Company  borrowed  $6 million  under an  unsecured  term loan
agreement,  executed  as an  amendment  to one of its then  bank  line of credit
agreements,  in connection with the asset acquisition of 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 (3.25% at June 30, 2009) or at the bank's
prime lending rate plus the  applicable  interest rate spread (1.57% at June 30,
2009). The terms and conditions of the line of credit agreement described in the
preceding paragraph also apply to the term loan.

     In September 2007, the Company entered into an interest rate swap agreement
associated with the above $6 million loan, with principal and interest  payments
due through August 2012. At June 30, 2009, the notional principal amount totaled
$4.7  million.   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 for the three and six months ended June 30, 2009, respectively,  are:
$65,800 and $87,600 and are included as a decrease to interest expense.

     The Company has a $1.7  million  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.
<PAGE>

     During  fiscal  year  2009,  the  Company   anticipates  that  its  capital
requirements will be approximately $1 to $2 million.  The Company does not 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 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.

Recently Issued Accounting Pronouncements Not Yet Adopted

     In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting  Standards
Codification and the Hierarchy of Generally Accepted  Accounting  Principles:  a
replacement of FASB Statement No. 162." This Statement establishes two levels of
U.S.  generally  accepted  accounting  principles  (GAAP)  -  authoritative  and
nonauthoritative.  The FASB Accounting Standards  Codification (ASC) will become
the  source  of  authoritative,  nongovernmental  GAAP,  except  for  rules  and
interpretive  releases of the Securities and Exchange Commission (SEC). SFAS No.
168 is effective for financial  statements issued for interim and annual periods
ending after September 15, 2009, and will be adopted by the Company in the third
quarter of 2009.  The  adoption  of SFAS No. 168 will not have any impact on the
Company's Consolidated Financial Statements.

     In  June  2009,  the  FASB  issued  SFAS  No.  167,   "Amendments  to  FASB
Interpretation  No.  46(R)."  This  Statement  requires  entities  to  perform a
qualitative analysis to determine whether a variable interest gives the entity a
controlling  financial  interest in a variable  interest entity.  This Statement
also requires an ongoing  reassessment of variable  interests and eliminates the
quantitative  approach  previously required for determining whether an entity is

<PAGE>

the primary  beneficiary.  SFAS No. 167 is effective  as of the  beginning of an
entity's first annual  reporting period that begins after November 15, 2009 (the
Company's 2010 fiscal year).  The Company is currently  evaluating the potential
impact,  if any, of the adoption of SFAS No. 167 on its  Consolidated  Financial
Statements.

Recently Adopted Accounting Pronouncements

     In May 2009,  the FASB  issued  SFAS No.  165,  "Subsequent  Events."  This
Statement  establishes  general  standards of accounting  for and  disclosure of
events that occur after the balance sheet date but before  financial  statements
are issued.  SFAS No. 165 was effective for interim or annual financial  periods
ending  after June 15,  2009,  and the  adoption  did not have any impact on the
Company's Consolidated Financial Statements.

     In  April  2009,  the  FASB  issued  FSP  FAS  107-1,  APB  28-1,  "Interim
Disclosures  About Fair Value of  Financial  Instruments"  ("FSP FAS 107-1,  APB
28-1").  FSP FAS 107-1, APB 28-1 requires fair value disclosures in both interim
as well  as  annual  financial  statements  in  order  to  provide  more  timely
information  about  the  effects  of  current  market  conditions  on  financial
instruments.  FSP FAS 107, APB 28-1 was effective for interim and annual periods
ending after June 15, 2009 and was adopted by the Company in the second  quarter
of 2009.  The adoption of this standard did not have any impact on the Company's
Consolidated Financial Statements.

     In December  2007, the FASB issued SFAS No. 141 (revised  2007),  "Business
Combinations" ("SFAS 141R"). SFAS 141R, which is broader in scope than SFAS 141,
applies to all  transactions  or other events in which an entity obtains control
of one or more businesses,  and requires that the acquisition method be used for
such transactions or events. SFAS 141R, with limited exceptions, will require an
acquirer to recognize the assets  acquired,  the  liabilities  assumed,  and any
noncontrolling  interest in the acquiree at the  acquisition  date,  measured at
their fair values as of that date. This will result in acquisition related costs
and anticipated  restructuring costs related to the acquisition being recognized
separately from the business combination. Additionally, the FASB also issued FSP
141(R)-1 in April 2009,  which  modified the guidance in SFAS No. 141(R) related
to contingent assets and contingent liabilities. SFAS No. 141(R), as modified by
FSP 141(R)-1,  is required to be applied  prospectively to business combinations
for which the acquisition  date is on or after the beginning of the first annual
reporting  period  beginning on or after  December 15, 2008 (the  Company's 2009
fiscal year). The adoption of SFAS No. 141(R),  as modified by FSP 141(R)-1,  as
of  January  1,  2009 did not  have any  impact  on the  Company's  Consolidated
Financial Statements.

     In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interests
in Consolidated  Financial  Statements" ("SFAS 160"). SFAS 160 amends Accounting
Research Bulletin No. 51, "Consolidated  Financial  Statements," and will change


<PAGE>

the accounting and reporting for noncontrolling interests, which are the portion
of equity in a subsidiary not attributable, directly or indirectly, to a parent.
The Company adopted SFAS No. 160 as of January 1, 2009. The adoption of SFAS No.
160 did not have any impact on the Company's Consolidated Financial Statements.


Critical Accounting Policies

     In our Annual Report on Form 10-K for the year ended  December 31, 2008, 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, 2008.

Off-Balance Sheet Arrangements

     The Company does not have any off-balance sheet arrangements.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

INFLATION

     Inflation  had little effect on revenues and related costs during the first
six months of 2009.  Management  anticipates  that margins will be maintained at
acceptable levels to minimize the affects of inflation, if any.


INTEREST RATES

     As of June 30,  2009,  the Company has $3.6  million in variable  long-term
debt and $6.6 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,  and 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.

     Based on an evaluation of the Company's  disclosure controls and procedures
(as defined in Rule 13a-15(e)  under the Securities  Exchange Act of 1934) as of
June 30, 2009, the end of the period  covered by this  Quarterly  Report on Form
10-Q (the  "Evaluation  Date"),  conducted under the supervision of and with the
participation  of the  Company's  chief  executive  officer and chief  financial

<PAGE>

officer, such officers have concluded that the Company's disclosure controls and
procedures,  which  are  designed  to ensure  that  information  required  to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the SEC's  rules and forms and  designed  to ensure  that
information  required to be  disclosed  by the  Company in the reports  filed or
submitted under the Exchange Act is accumulated  and  communicated to management
including the chief executive and financial officers,  as appropriate,  to allow
timely  decisions  regarding  required  disclosures,  are  effective  as of  the
Evaluation Date.

     (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 June 30, 2009 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 May 1, 2009, PAR Technology  Corporation  furnished a report on Form 8-K
pursuant to Item 2.02  (Results of Operations  and Financial  Condition) of that
Form relating to its financial  information for quarter ended March 31, 2009, as
presented in a press release of May 1, 2009 and furnished thereto as an exhibit.

     8.01 (Other  Events).  On May 26, 2009 the Board of Directors  approved the
recommendation  by the  Compensation  Committee to modify the  compensation  for
non-employee  members of the Board,  beginning  with the 2009  fiscal  year,  to
eliminate the annual grant of  Non-Qualified  Stock Options  representing  2,800
shares of the  Company's  common  stock and provide for the grant of  Restricted
Stock Awards  representing 2,000 shares of the Company's common stock. The Board
of Directors also approved the  recommendation by the Compensation  Committee to
provide an  additional  $1000 annual  retainer,  beginning  with the 2009 fiscal
year,  to members of the Audit  Committee  who do not serve as  chairman  of the
Committee.

<PAGE>


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, Treasurer, and
                            Chief Accounting Officer 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,
                            Treasurer, and Chief Accounting Officer
                            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:  August 10, 2009



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











<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, Treasurer, and Chief
             Accounting Officer 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,
             Treasurer, and Chief Accounting Officer
             Pursuant to 18 U.S.C. Section 1350, as
             Adopted Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.