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, 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 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 [ ]

     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
April 30, 2009 - 14,537,363 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, 2009 and 2008

                           -  Consolidated Statements of Comprehensive
                              Income (Loss) for the three months ended
                              March 31, 2009 and 2008

                           -  Consolidated Balance Sheets at
                              March 31, 2009 and December 31, 2008

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

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

                                                          For the three months
                                                             ended March 31,
                                                      --------------------------
                                                          2009           2008
                                                      -----------    -----------
Net revenues:
     Product ......................................   $    20,237    $   16,897
     Service ......................................        19,981        16,415
     Contract .....................................        20,250        18,795
                                                      -----------    ----------
                                                           60,468        52,107
                                                      -----------    ----------
Costs of sales:
     Product ......................................        13,068         9,425
     Service ......................................        14,477        12,483
     Contract .....................................        19,236        17,840
                                                      -----------    ----------
                                                           46,781        39,748
                                                      -----------    ----------

           Gross margin ...........................        13,687        12,359
                                                      -----------    -----------
Operating expenses:
     Selling, general and administrative ..........         9,595         9,061
     Research and development .....................         3,309         4,121
     Amortization of identifiable intangible assets           365           390
                                                      -----------    ----------
                                                           13,269        13,572
                                                      -----------    ----------

Operating income (loss) ...........................           418        (1,213)
Other income, net .................................           107           314
Interest expense ..................................          (139)         (348)
                                                      -----------    ----------

Income (loss) before provision for income taxes ...           386        (1,247)
(Provision) benefit for income taxes ..............          (139)          503
                                                      -----------    ----------
Net income (loss) .................................   $       247    $     (744)
                                                      ===========    ==========
Earnings (loss) per share
     Basic ........................................   $       .02    $     (.05)
     Diluted ......................................   $       .02    $     (.05)

Weighted average shares outstanding
     Basic ........................................        14,473        14,379
                                                      ===========    ==========
     Diluted ......................................        14,721        14,379
                                                      ===========    ==========


See notes to unaudited interim consolidated financial statements


<PAGE>




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

                                                          For the three months
                                                             ended March 31,
                                                      --------------------------
                                                          2009           2008
                                                      -----------    -----------
Net income (loss)                                    $        247    $     (744)
Other comprehensive loss, net of tax:
     Foreign currency translation adjustments                (278)         (104)
                                                     ------------    ----------
Comprehensive loss                                   $        (31)   $     (848)
                                                     ============    ==========






























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,
                                                           2009          2008
                                                         --------   -----------
Assets
Current assets:
     Cash and cash equivalents ......................   $   4,722    $   6,227
     Accounts receivable-net ........................      44,130       53,582
     Inventories-net ................................      43,702       41,132
     Income tax refunds .............................         222          208
     Deferred income taxes ..........................       5,334        5,301
     Other current assets ...........................       3,105        3,588
                                                        ---------    ---------
         Total current assets .......................     101,215      110,038
Property, plant and equipment - net .................       6,716        6,879
Deferred income taxes ...............................       1,546        1,525
Goodwill ............................................      25,564       25,684
Intangible assets - net .............................       7,850        8,251
Other assets ........................................       1,471        1,611
                                                        ---------    ---------
           Total Assets .............................   $ 144,362    $ 153,988
                                                        =========    =========
Liabilities and Shareholders' Equity
Current liabilities:
     Current portion of long-term debt ..............   $   1,139    $   1,079
     Borrowings under lines of credit ...............       7,700        8,800
     Accounts payable ...............................      13,002       15,293
     Accrued salaries and benefits ..................       7,015        8,360
     Accrued expenses ...............................       3,034        3,962
     Customer deposits ..............................       2,543        6,157
     Deferred service revenue .......................      16,160       16,318
                                                        ---------    ---------
         Total current liabilities ..................      50,593       59,969
                                                        ---------    ---------
Long-term debt ......................................       5,525        5,852
                                                        ---------    ---------
Other long-term liabilities .........................       1,750        1,910
                                                        ---------    ---------
Shareholders' Equity:
     Preferred stock, $.02 par value,
       1,000,000 shares authorized ..................        --           --
     Common stock, $.02 par value,
       29,000,000 shares authorized;
       16,190,118 and 16,189,718 shares issued;
       14,537,363 and 14,536,963 outstanding ........         324          324
     Capital in excess of par value .................      40,441       40,173
     Retained earnings ..............................      52,915       52,668
     Accumulated other comprehensive loss ...........      (1,677)      (1,399)
     Treasury stock, at cost, 1,652,755 shares ......      (5,509)      (5,509)
                                                        ---------    ---------
         Total shareholders' equity .................      86,494       86,257
                                                        ---------    ---------
           Total Liabilities and Shareholders' Equity   $ 144,362    $ 153,988
                                                        =========    =========




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,
                                                                 ------------------------------------
                                                                           2009       2008
                                                                         --------   --------
<S>                                                                      <C>        <C>
Cash flows from operating activities:
    Net income (loss) ................................................   $   247    $  (744)
    Adjustments to reconcile net income (loss) to net cash
           provided by (used in) operating activities:
         Depreciation and amortization ...............................     1,045      1,029
         Provision for bad debts .....................................       531        460
         Provision for obsolete inventory ............................       487        407
         Equity based compensation ...................................       267        104
         Deferred income tax .........................................       130        120
         Changes in operating assets and liabilities:
             Accounts receivable .....................................     8,921      3,865
             Inventories .............................................    (3,057)    (1,808)
             Income tax refunds ......................................       (14)      (781)
             Other current assets ....................................       483       (465)
             Other assets ............................................       140       (238)
             Accounts payable ........................................    (2,291)    (4,270)
             Accrued salaries and benefits ...........................    (1,345)    (1,617)
             Accrued expenses ........................................      (874)      (597)
             Customer deposits .......................................    (3,614)       304
             Deferred service revenue ................................      (158)      (116)
             Other long-term liabilities .............................      (160)       245
                                                                         -------    -------
               Net cash provided by (used in) operating activities ...       738     (4,102)
                                                                         -------    -------
Cash flows from investing activities:
    Capital expenditures .............................................      (294)      (178)
    Capitalization of software costs .................................      (206)      (250)
    Contingent purchase price paid on prior year acquisitions ........       (54)      (101)
    Cash received from voluntary conversion of long-lived other assets      --        1,571
                                                                         -------    -------
               Net cash provided by (used in) investing activities ...      (554)     1,042
                                                                         -------    -------
Cash flows from financing activities:
    Net borrowings (repayments) under line-of-credit agreements ......    (1,100)     2,104
    Payments of long-term debt .......................................      (267)      (174)
    Proceeds from the exercise of stock options ......................         1         20
                                                                         -------    -------
               Net cash provided by (used in) financing activities ...    (1,366)     1,950
                                                                         -------    -------
Effect of exchange rate changes on cash and cash equivalents .........      (323)       172
                                                                         -------    -------
Net decrease in cash and cash equivalents ............................    (1,505)      (938)
Cash and cash equivalents at beginning of period .....................     6,227      4,431
                                                                         -------    -------
Cash and cash equivalents at end of period ...........................   $ 4,722    $ 3,493
                                                                         =======    =======

Supplemental disclosures of cash flow information:
Cash paid during the period for:

    Interest .........................................................   $   160    $   185
    Income taxes, net of refunds .....................................       222         79

</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, 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.

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,
                                               2009                2008
                                            ----------          --------

          Finished goods ..........         $   10,933          $   7,761
          Work in process .........              1,928              1,425
          Component parts .........             12,430             13,661
          Service parts ...........             18,411             18,285
                                            ----------          ---------
                                            $   43,702          $  41,132
                                            ==========          =========

     At March 31, 2009 and December 31, 2008, the Company had recorded  reserves
     for shrinkage,  excess and obsolete inventory of $3,405,000 and $3,267,000,
     respectively.
<PAGE>

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  months  ended  March  31,  2009 was
     $267,000. At March 31, 2009, the unrecognized  compensation expense related
     to non-vested  option  awards was $864,000  (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.

     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,
                                                        -----------------------
                                                            2009         2008
                                                        ----------   ----------
Net income (loss) ...................................   $      247   $     (744)
                                                        ==========   ==========
Basic:
     Shares outstanding at beginning of period ......       14,471       14,372
     Weighted average shares issued during the period            2            7
                                                        ----------   ----------
     Weighted average common shares, basic ..........       14,473       14,379
                                                        ==========   ==========
     Earnings (loss) per common share, basic ........   $      .02   $     (.05)
                                                        ==========   ==========

Diluted:
     Weighted average common shares, basic ..........       14,473       14,379
     Dilutive impact of stock options and
       restricted stock awards ......................          248           --
                                                        ----------   ----------
     Weighted average common shares, diluted ........       14,721       14,379
                                                        ==========   ==========
     Earnings (loss) per common share, diluted ......   $      .02   $     (.05)
                                                        ==========   ==========

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
     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 and
     asset or paid for a liability in the principal or most advantageous  market
     for the  asset or  liability,  in an  orderly  transaction  between  market
<PAGE>
     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 March 31, 2009,  the fair value of the  Company's  interest rate
     swap included a realized  loss of $366,000,  and is included as a component
     of accrued expenses within the  consolidated  balance sheet. The associated
     fair value  adjustment for the three months ended March 31, 2009 is $21,700
     and is included as a decrease 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:

                                                  (in thousands)
                                               For the three months
                                                   ended March,
                                            -----------------------
                                               2009           2008
                                            -----------------------
Net revenues:
     Hospitality ..................         $ 37,802       $ 33,312
     Government ...................           20,250         18,795
     Other ........................            2,416           --
                                            --------       --------
           Total ..................         $ 60,468       $ 52,107
                                            ========       ========

Operating income (loss):
     Hospitality ..................         $   (396)      $ (2,039)
     Government ...................              938            930
     Other ........................             (124)          (104)
                                            --------       --------
                                                 418         (1,213)
Other income, net .................              107            314
Interest expense ..................             (139)          (348)
                                            --------       --------
Income (loss) before provision
  for income taxes ................         $    386       $ (1,247)
                                            ========       ========

Depreciation and amortization:
     Hospitality ..................         $    952       $    907
     Government ...................               20             27
     Other ........................               73             95
                                            --------       --------
           Total ..................         $  1,045       $  1,029
                                            ========       ========

Capital expenditures:
     Hospitality ..................         $    187       $    102
     Government ...................               31             35
     Other ........................               76             41
                                            --------       --------
            Total .................         $    294       $    178
                                            ========       ========

Revenues by geographic area:
     United States ................         $ 54,853       $ 45,948
     Other Countries ..............            5,615          6,159
                                            --------       --------
           Total ..................         $ 60,468       $ 52,107
                                            ========       ========


     The following table represents identifiable assets by business segment:

                                                 (in thousands)
                                           March 31,      December 31,
                                             2009            2008
                                           ---------       --------
Identifiable assets:
    Hospitality ...................         $118,430       $127,678
    Government ....................           13,405         13,532
    Other .........................           12,527         12,778
                                            --------       --------
Total .............................         $144,362       $153,988
                                            ========       ========
<PAGE>


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

                                                 (in thousands)
                                           March 31,      December 31,
                                             2009            2008
                                           ---------       --------

United States .....................         $133,008       $142,461
Other Countries ...................           11,354         11,527
                                            --------       --------
       Total ......................         $144,362       $153,988
                                            ========       ========


     The following table represents Goodwill by business segment:

                                                 (in thousands)
                                           March 31,      December 31,
                                             2009            2008
                                           ---------       --------

Hospitality .......................         $24,861        $24,981
Government ........................             703            703
                                            -------        -------
       Total ......................         $25,564        $25,684
                                            =======        =======


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

                                             For the three months
                                                ended March 31,
                                           ------------------------
                                             2009            2008
                                           ---------       --------

Hospitality Segment:
     McDonald's Corporation                   25%             19%
     YUM! Brands, Inc.                        11%             13%
Government Segment:
     Department of Defense                    33%             36%
All Others                                    31%             32%
                                          ------          ------
                                             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 theatres,  theme parks 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.

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


industry has been to reduce the number of approved vendors in a specific concept
to companies that have global capabilities in sales, service and deployment, 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 deployment  capability,  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 an 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 an internal  investment  strategy in
three  distinct  areas  of  its  Hospitality   segment.   First,  PAR  has  been
significantly investing in its development of next generation software.  Second,
the  Company  concentrates  on building a highly  capable  and further  reaching
distribution channel. Third, as the Company's customers continue their expansion
into  international  markets,  PAR has been  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 33% of the Company's revenues are generated in our Government
segment.  PAR provides IT and communications  support services to the U.S. Navy,
Air Force and Army. The Company also offers its services to several non-military
U.S. federal,  state and local agencies by providing applied technology services
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.
<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  resistant  to the  current
slowdown in consumer spending trends during this period of uncertainty.  This is
a direct  correlation  to the value and  convenience  PAR's large  quick-service
customers can and do provide.

     A smaller sector of PAR's Hospitality  segment is its hotel, resort and spa
business. This sector is being impacted by the current economic downturn and, as
a result,  is  experiencing  a business  slowdown  which is expected to continue
through 2009.

     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.


Results of Operations --
Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

     The Company reported  revenues of $60.5 million for the quarter ended March
31,  2009,  an increase of 16% from the $52.1  million  reported for the quarter
ended March 31, 2008.  The  Company's net income for the quarter ended March 31,
2009 was $247,000, or $.02 diluted earnings per share, compared to a net loss of
$744,000 and a $.05 diluted net loss per share for the same period in 2008.

     Product  revenues  were $20.2 million for the quarter ended March 31, 2009,
an increase of 20% from the $16.9  million  recorded in 2008.  This increase was
due to a 31%  improvement  in domestic  product sales  primarily due to sales to
McDonald's  and Subway  restaurants.  The  increase was also due to sales of the
Company's logistics  management products to several commercial  customers.  This
increase  in  domestic  revenue  was  partially  offset  by a  13%  decrease  in
international product sales, due to the impact of a stronger U.S. dollar.
<PAGE>

     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 $20 million for the quarter
ended March 31, 2009, a 22% increase  from $16.4  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 a rise in
software maintenance and professional services revenue.

     Contract  revenues were $20.2 million for the quarter ended March 31, 2009,
an increase of 8% when compared to the $18.8 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.  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.

     Product  margins for the quarter ended March 31, 2009 were 35.4%, a decline
of 880 basis points from the 44.2% for the quarter  ended March 31,  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 27.5% for the quarter ended March 31, 2009,
an  increase  of 350 basis  points  compared to 24% for the same period in 2008.
Service  margins  increased  primarily due to higher  software  maintenance  and
professional  services  revenue  and due to a  special  initiative  with a major
restaurant customer.

     Contract  margins were 5% for the quarter  ended March 31, 2009, a decrease
of 10 basis  points  compared  to 5.1% for the same  period in 2008.  This minor
decline 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  $13.6  million or 71% of
contract  costs  compared to $13.6 million or 76% of contract costs for the same
period in 2008.

     Selling,  general and  administrative  expenses for the quarter ended March
31, 2009 were $9.6 million, an increase of 6% from the $9.1 million for the same
period in 2008. This increase was primarily due to expenses  associated with the
Company's   Logistics   Management  business  and  an  increase  in  stock-based
compensation expense under FAS 123R.
<PAGE>

     Research and  development  expenses were $3.3 million for the quarter ended
March 31, 2009, a decrease of 20% from the $4.1  million  recorded in 2008.  The
decrease was primarily  attributable to cost reductions  achieved in outsourcing
through  strategic  relationships.  This was  partially  offset by the Company's
investment in its Logistics Management business.

     Amortization of identifiable intangible assets was $365,000 for the quarter
ended March 31, 2009,  compared to $390,000  reported in 2008. This decrease was
due to certain intangible assets becoming fully amortized in 2008.

     Other  income,  net,  was  $107,000  for the  quarter  ended March 31, 2009
compared  to  $314,000  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
$139,000  for the quarter  ended March 31, 2009 as compared to $348,000 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 a lower average  borrowing  rate in 2009 compared to
2008.

     For the  quarters  ended March 31, 2009 and 2008,  the  Company's  expected
effective income tax rate based on projected pre-tax income was 36.0% and 40.3%,
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 $738,000 for the three months ended March 31, 2009  compared to cash used by
operations of $4.1 million for 2008.  In 2009,  cash was generated by collection
of  accounts  receivable  partially  offset by an increase  in  inventory  and a
decline in customer  deposits.  In 2008, cash was impacted by the operating loss
for the period and the timing of vendor and salary and benefit payments.

     Cash used in investing  activities  was $554,000 for the three months ended
March 31, 2009 versus cash  generated by investing  activities of $1 million for
<PAGE>

the same period in 2008. In 2009,  capital  expenditures  were $294,000 and were
primarily for manufacturing and computer equipment.  Capitalized  software costs
relating to software  development of Hospitality  segment products were $206,000
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  $178,000  and  were  principally  for  computer   equipment.
Capitalized  software  costs  relating to software  development  of  Hospitality
segment products were $250,000 in 2008.

     Cash used in  financing  activities  was $1.4  million for the three months
ended March 31, 2009 versus cash provided of $1.9 million in 2008. In 2009,  the
Company  decreased its  short-term  borrowings by $1.1 million and decreased its
long-term debt by $267,000.  In 2008, the Company  increased its short-term bank
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
2008.

     The Company has a credit  agreement with a bank under which the Company has
a borrowing availability up to $20,000,000 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 (2% at March 31, 2009) or at the bank's
prime lending rate plus the applicable  interest rate spread (3.25% at March 31,
2009).  This  agreement  expires  in June  2011.  At March 31,  2009,  there was
$7,700,000 outstanding under this agreement.  The weighted average interest rate
paid by the Company was 2.5% during the first  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 March 31, 2009.
This credit facility is secured by certain assets of the Company.

     In 2006,  the Company  borrowed  $6,000,000  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 or at the bank's prime lending rate plus the
applicable interest rate spread (2% at March 31, 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 $6,000,000 loan, with principal and interest  payments
due through  August 2012.  At March 31,  2009,  the  notional  principal  amount
totaled  $4,950,000.  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
<PAGE>


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 within the consolidated statements of operations for the three months
ended March 31,  2009 was  $21,700  and is  recorded as a reduction  in interest
expense.

     The  Company  has a  $1,731,000  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  2009,  the  Company   anticipates  that  its  capital
requirements  will be  approximately  $1 to $2  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 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  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 107-1, APB 28-1 is effective for interim and annual periods
ending  after June 15,  2009 and will be adopted by us in the second  quarter of
2009.  We currently do not expect  adoption of this  standard to have a material
effect on our consolidated financial position or results of operations.
<PAGE>

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 did 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
three 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 March 31, 2009,  the Company has $3.9  million in variable  long-term
debt and $8.7 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
March 31, 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
officer, such officers have concluded that the Company's disclosure controls and

<PAGE>

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,  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 March 31, 2009 that has materially  affected,  or is reasonably  likely to
materially affect, such internal controls over financial reporting.

                           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 6, 2009, PAR Technology  Corporation  furnished a report on Form
8-K pursuant to Item 5.0 (Departure of Directors or Certain  Officers;  Election
of Directors;  Appointment of Certain  Officers;  Compensatory  Arrangements  of
Certain Officers) and Item 9.01 (Financial Statements and Exhibits) of that Form
relating  to its  appointments  of both  Gregory T.  Cortese to the  position of
Executive  Vice President  Office of the Chairman of PAR Technology  Corporation
and A. Edwin Soladay to the position of President of ParTech,  Inc. as presented
in a press release of January 6, 2009 and furnished thereto as an exhibit.

     On February 12, 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 December 31,
2008, as presented in a press release of February 12, 2009 and furnished thereto
as an exhibit.


<PAGE>


Item 6.  Exhibits

                                List of Exhibits


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

     10(iii)(A)          Employment Agreement Between ParTech, Inc.
                         and A. Edwin Soladay

     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 11, 2009



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











<PAGE>
                                  Exhibit Index




Exhibit
-------


10(iii)(A)          Employment Agreement Between ParTech, Inc.
                    E-1 and A. Edwin Soladay

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.