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 September 30, 2005. 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 an  accelerated  filer (as
defined in Rule 12b-2 of the  Securities  Exchange  Act).  Yes  [   ]  No [ X ]

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

     The  number of shares  outstanding  of  registrant's  common  stock,  as of
October 31, 2005 - 9,328,679 shares.
<PAGE>


                           PAR TECHNOLOGY CORPORATION


                                TABLE OF CONTENTS
                                    FORM 10-Q


                                     PART 1
                              FINANCIAL INFORMATION


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

      Item 1.          Financial Statements (Unaudited)
                       -  Consolidated Statements of Income for the
                          three and nine months ended September 30,
                          2005 and 2004

                       -  Consolidated Statements of Comprehensive Income
                          for the three and nine months ended September 30,
                          2005 and 2004

                       -  Consolidated Balance Sheets at
                          September 30, 2005 and December 31, 2004

                       -  Consolidated Statements of Cash Flows
                          for the nine months ended September 30, 2005 and 2004

                       -  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 6.          Exhibits and Reports on Form 8-K

      Signatures

      Exhibit Index

<PAGE>

Item 1.  Financial Statements

<TABLE>
<CAPTION>

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

                                            For the three months       For the nine months
                                             ended September 30,       ended September 30,
                                           ----------------------    ----------------------
                                              2005         2004         2005         2004
                                           ---------    ---------    ---------    ---------

<S>                                        <C>          <C>          <C>          <C>
Net revenues:
     Product ...........................   $  22,855    $  18,507    $  66,786    $  54,212
     Service ...........................      15,065       11,613       42,883       32,490
     Contract ..........................      14,277       12,515       42,505       36,756
                                           ---------    ---------    ---------    ---------
                                              52,197       42,635      152,174      123,458
                                           ---------    ---------    ---------    ---------
Costs of sales:
     Product ...........................      13,239       12,145       40,008       36,413
     Service ...........................      11,517       10,050       32,887       28,079
     Contract ..........................      13,284       11,633       39,793       34,245
                                           ---------    ---------    ---------    ---------
                                              38,040       33,828      112,688       98,737
                                           ---------    ---------    ---------    ---------
           Gross margin ................      14,157        8,807       39,486       24,721
                                           ---------    ---------    ---------    ---------
Operating expenses:
     Selling, general and administrative       7,457        4,882       22,173       15,143
     Research and development ..........       2,483        1,269        6,868        3,914
     Amortization of identifiable
       intangible assets ...............         246         --            736         --
                                           ---------    ---------    ---------    ---------
                                              10,186        6,151       29,777       19,057
                                           ---------    ---------    ---------    ---------

Operating income .......................       3,971        2,656        9,709        5,664
Other income, net ......................         191          190          495          588
Interest expense .......................         (41)         (27)        (184)        (146)
                                           ---------    ---------    ---------    ---------
Income before provision for income taxes       4,121        2,819       10,020        6,106
Provision for income taxes .............      (1,578)      (1,085)      (3,820)      (2,324)
                                           ---------    ---------    ---------    ---------
Net income .............................   $   2,543    $   1,734    $   6,200    $   3,782
                                           =========    =========    =========    =========


Earnings per share:
     Basic .............................   $     .27    $     .20    $     .68    $     .44
     Diluted ...........................   $     .26    $     .19    $     .64    $     .41

Weighted average shares outstanding
     Basic .............................       9,319        8,669        9,131        8,625
                                           =========    =========    =========    =========
     Diluted ...........................       9,834        9,164        9,736        9,159
                                           =========    =========    =========    =========
</TABLE>






See notes to unaudited interim consolidated financial statements
<PAGE>

                   PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                For the three months   For the nine months
                                                 ended September 30,   ended September 30,
                                                 ------------------   -------------------
                                                    2005      2004       2005       2004
                                                 --------   -------   --------   -------

<S>                                              <C>        <C>       <C>        <C>
Net income ...................................   $ 2,543    $ 1,734   $ 6,200    $ 3,782
Other comprehensive income (loss), net of tax:
     Foreign currency translation adjustments        (41)        42      (406)      (192)
                                                 -------    -------   -------    -------
Comprehensive income .........................   $ 2,502    $ 1,776   $ 5,794    $ 3,590
                                                 =======    =======   =======    =======



</TABLE>


























See notes to unaudited interim consolidated financial statements


<PAGE>


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

                                                   September 30, December 31,
Assets                                                 2005         2004
                                                    ---------    ---------
Current assets:
     Cash  and cash equivalents .................   $   4,894    $   8,696
     Accounts receivable-net ....................      36,821       32,702
Inventories - net ...............................      29,631       27,047
     Deferred income taxes ......................       7,170        6,634
     Other current assets .......................       2,507        2,617
                                                    ---------    ---------
         Total current assets ...................      81,023       77,696
Property, plant and equipment - net .............       8,141        8,123
Goodwill ........................................      15,379       15,379
Intangible assets-net ...........................       8,409        9,235
Other assets ....................................       1,897        1,319
                                                    ---------    ---------
                                                    $ 114,849    $ 111,752
                                                    =========    =========
Liabilities and Shareholders' Equity
Current liabilities:
     Current portion of long-term debt ..........   $      82    $      90
     Borrowings under lines of credit ...........        --         10,246
     Accounts payable ...........................      12,420        9,486
     Accrued salaries and benefits ..............       8,282        8,072
     Accrued expenses ...........................       2,190        2,998
     Customer deposits ..........................       4,272        4,861
     Deferred service revenue ...................       9,811        9,083
     Net liabilities of discontinued operation ..         192          323
                                                    ---------    ---------
         Total current liabilities ..............      37,249       45,159
                                                    ---------    ---------
Long-term debt ..................................       1,962        2,005
                                                    ---------    ---------
Deferred income taxes ...........................         458          194
                                                    ---------    ---------
Other long-term liabilities .....................       1,456          820
                                                    ---------    ---------
Shareholders' Equity:
     Preferred stock, $.02 par value,
       1,000,000 shares authorized ..............        --           --
     Common stock, $.02 par value,
       19,000,000 shares authorized;
       10,532,255 and 10,139,132 shares issued;
       9,328,579 and 8,935,456 shares outstanding         211          203
     Capital in excess of par value .............      35,908       31,560
     Retained earnings ..........................      44,210       38,010
     Accumulated other comprehensive loss .......        (587)        (181)
     Treasury stock, at cost, 1,203,676 shares ..      (6,018)      (6,018)
                                                    ---------    ---------
         Total shareholders' equity .............      73,724       63,574
                                                    ---------    ---------
                                                    $ 114,849    $ 111,752
                                                    =========    =========

See notes to unaudited interim consolidated financial statements


<PAGE>


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

                                                        For the nine months
                                                         ended September 30,
                                                       ---------------------
                                                          2005        2004
                                                       ---------   ---------
Cash flows from operating activities:
   Net income ......................................   $  6,200    $  3,782
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation and amortization ................      2,780       1,909
      Provision for bad debts ......................        880         943
      Provision for obsolete inventory .............      3,054       2,615
      Tax benefit of stock option exercises ........      2,853         --
      Deferred income tax ..........................       (272)      1,917
      Changes in operating assets and liabilities:
        Accounts receivable ........................     (4,999)      2,881
        Inventories ................................     (5,638)     (1,807)
        Other current assets .......................        110        (186)
        Other assets ...............................       (578)       (749)
        Accounts payable ...........................      2,934       1,780
        Accrued salaries and benefits ..............        210         568
        Accrued expenses ...........................       (808)       (397)
        Customer deposits ..........................       (589)        --
        Deferred service revenue ...................        728        (441)
        Other long-term liabilities ................        636         --
                                                       --------    --------
         Net cash provided by continuing
          operating activities .....................      7,501      12,815
         Net cash used in discontinued operations ..       (131)       (168)
                                                       --------    --------
         Net cash provided by operating activities .      7,370      12,647
                                                       --------    --------
Cash flows from investing activities:
   Capital expenditures ............................     (1,444)     (1,172)
   Capitalization of software costs ................       (528)       (597)
                                                       --------    --------
         Net cash used in investing activities .....     (1,972)     (1,769)
                                                       --------    --------
Cash flows from financing activities:
   Net payments under line-of-credit agreements ....    (10,246)     (6,989)
   Payments of long-term debt ......................        (51)        (67)
   Proceeds from the exercise of stock options .....      1,503         551
                                                       --------    --------
         Net cash used in financing activities .....     (8,794)     (6,505)
                                                       --------    --------
Effect of exchange rate changes on cash and
  cash equivalents .................................       (406)       (335)
                                                       --------    --------
Net increase (decrease) in cash and cash equivalents     (3,802)      4,038
Cash and cash equivalents at
  beginning of period ..............................      8,696       1,467
                                                       --------    --------
Cash and cash equivalents at
  end of period ....................................   $  4,894    $  5,505
                                                       ========    ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
   Interest ........................................   $    219    $    168
   Income taxes, net of refunds ....................      1,293         390

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  accounting  principles  generally  accepted in the United
     States  of  America  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 accounting principles
     generally  accepted in the United States of America 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 nine months ended September 30, 2005 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,  2004  included  in the  Company's
     December 31, 2004 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  amount 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,   warranty   reserve,   valuation   allowances   for
     receivables,  inventories  and deferred  income tax assets.  Actual results
     could differ from those estimates.

2.   On October 4, 2005, the Company and its wholly-owned  Canadian  subsidiary,
     PixelPoint, ULC (the "Canadian Subsidiary"), completed their acquisition of
     PixelPoint Technologies, Inc. ("PixelPoint") pursuant to which the Canadian
     Subsidiary acquired all of the stock of PixelPoint.  The purchase price was
     $7.5 million and  consisted of $422,000  worth of the Company stock (18,140
     shares of PAR Technology  Corporation  common stock issued out of treasury)
     and the  remainder  in cash.  The purchase  price is subject to  adjustment
     based on the closing  balance sheet of  PixelPoint.  The purchase  price is
     also subject to price contingencies based upon future performance.

     Based in suburban  Toronto,  Ontario,  PixelPoint  Technologies,  Inc. is a
     premier supplier to the hospitality  industry with over 5,000 installations
     in full-service  restaurants  around the globe.  Their integrated  software
     solution  includes  HeadOffice(R)  enterprise  management,  PocketPOS(TM) a
     wireless  application  that is seamless to their  connected  capability and
     allows  remote  order  taking in the  dining  room,  Web-to-Go(TM)  on-line
     ordering capability for customers via the internet,  and MemberShare(TM) an
     in-store and  enterprise  level Loyalty and Gift Card  information  sharing
     application.

3.   On  October 1, 2004,  the  Company  and its  wholly-owned  subsidiary,  PAR
     Springer-Miller   Systems,   Inc.  (the   "Subsidiary"),   completed  their
     transaction with Springer-Miller Systems, Inc. ("Springer-Miller") and John
     Springer-Miller pursuant to which the Subsidiary acquired substantially all
     of the assets  (including the equity  interests in each of  Springer-Miller
     International,  LLC and Springer-Miller  Canada,  ULC), and assumed certain
     liabilities, of Springer-Miller.  Springer-Miller, based in Stowe, Vermont,
     is a  provider  of  hospitality  management  solutions  for  all  types  of
     hospitality  enterprises including resort hotels,  destination spa and golf
     properties, timeshare properties and casino resorts worldwide.
<PAGE>

     On an unaudited  proforma  basis,  assuming the completed  acquisition  had
     occurred as of the  beginning  of the period  presented,  the  consolidated
     results of the Company would have been as follows (in thousands, except per
     share amounts):

                               For the three months        For the nine months
                             ended September 30, 2004   ended September 30, 2004
                             ------------------------   ------------------------

           Net revenues            $   46,481                  $  135,660
           Net income              $    1,308                  $    3,663

           Earnings per share:
              Basic                $      .15                  $      .41
              Diluted              $      .14                  $      .39


     The unaudited proforma financial  information  presented above gives effect
     to purchase  accounting  adjustments which have resulted or are expected to
     result from the acquisition.  This proforma  information is not necessarily
     indicative  of the results that would  actually  have been obtained had the
     companies been combined for the period presented.

4.   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)
                                              --------------
                                       September 30,    December 31,
                                           2005             2004
                                       ------------     -----------

                Finished goods          $   4,998       $    4,745
                Work in process             1,484            1,296
                Component parts             7,020            4,568
                Service parts              16,129           16,438
                                        ---------       ----------
                                        $  29,631       $   27,047
                                        =========       ==========

     At  September  30, 2005 and  December  31,  2004,  the Company had recorded
     reserves for  shrinkage,  excess and obsolete  inventory of $4,385,000  and
     $3,982,000, respectively.

5.   In December 2004, the Financial  Accounting Standards Board ("FASB") issued
     SFAS No. 123 (revised 2004),  "Share-Based  Payment"  ("SFAS 123R"),  which
     replaces SFAS No. 123,  "Accounting  for Stock-Based  Compensation"  ("SFAS
     123") and  supersedes APB Opinion No. 25,  "Accounting  for Stock Issued to
     Employees." In April 2005, the Securities and Exchange  Commission released
     a final rule  "Amendment  to Rule 4-01(a) of  Regulation  S-X Regarding the
     Compliance  Date for  Statement of Financial  Accounting  Standards No. 123
     (Revised 2004),  Share-Based Payment".  This rule defers the date for which
     we will be  required  to adopt SFAS 123R until  January 1, 2006.  SFAS 123R
     requires that all share-based  payments to employees,  including  grants of
     employee stock options, be recognized in the financial  statements based on
     their fair values.  The pro forma  disclosures  previously  permitted under
     SFAS  123  no  longer  will  be  an  alternative  to  financial   statement
     recognition.  We are currently evaluating the requirements of SFAS 123R and
     its impact on our  consolidated  results of  operations  and  earnings  per
     share.  We have not yet determined the effect of adopting SFAS 123R, and it
     has not been determined whether the adoption will result in amounts similar
     to the current pro forma disclosures under SFAS 123.
<PAGE>

     Had compensation cost for the Company's stock-based compensation plans been
     recorded based on the fair values of the respective  options on their grant
     dates for those awards,  consistent with the  requirements of SFAS No. 123,
     the Company's net income and earnings per share would have been adjusted to
     the proforma amounts indicated below (in thousands, except per share data):

                                    For the three months    For the nine months
                                    ended September 30,      ended September 30,
                                  ---------------------    ---------------------
                                     2005        2004         2005        2004
                                  ---------   ---------    ---------   ---------

 Net income                       $   2,543   $   1,734    $   6,200   $  3,782
 Compensation expense, net of tax      (117)        (49)        (296)      (145)
                                  ---------   ---------    ---------   --------
 Proforma net income              $   2,426   $   1,685    $   5,904   $  3,637
                                  =========   =========    =========   ========

Earnings per share:
 As reported  --   Basic          $     .27   $     .20    $     .68   $    .44
                   Diluted        $     .26   $     .19    $     .64   $    .41

 Proforma     --   Basic          $     .26   $     .19    $     .65   $    .42
                   Diluted        $     .25   $     .18    $     .61   $    .40


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

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

                                                          For the three months
                                                          ended September 30,
                                                        ---------------------
                                                         2005           2004
                                                        ------         ------

Net income ..........................................   $2,543         $1,734
                                                        ======         ======
Basic:
     Shares outstanding at beginning of period ......    9,286          8,655
     Weighted average shares issued during the period       33             14
                                                        ------         ------
     Weighted average common shares, basic ..........    9,319          8,669
                                                        ======         ======
     Earnings per common share, basic ...............   $  .27         $ 0.20
                                                        ======         ======
Diluted:
     Weighted average common shares, basic ..........    9,319          8,669
     Dilutive impact of stock options ...............      515            495
                                                        ------         ------
     Weighted average common shares, diluted ........    9,834          9,164
                                                        ======         ======
     Earnings per common share, diluted .............   $  .26         $ 0.19
                                                        ======         ======
<PAGE>

                                                          For the nine months
                                                           ended September 30,
                                                        ----------------------
                                                         2005            2004
                                                        ------         ------
Net income ..........................................   $6,200         $3,782
                                                        ======         ======
Basic:
     Shares outstanding at beginning of period ......    8,935          8,555
     Weighted average shares issued during the period      196             70
                                                        ------         ------
     Weighted average common shares, basic ..........    9,131          8,625
                                                        ======         ======
     Earnings per common share, basic ...............   $  .68         $ 0.44
                                                        ======         ======
Diluted:
     Weighted average common shares, basic ..........    9,131          8,625
     Dilutive impact of stock options ...............      605            534
                                                        ------         ------
     Weighted average common shares, diluted ........    9,736          9,159
                                                        ======         ======
     Earnings per common share, diluted .............   $  .64         $ 0.41
                                                        ======         ======


7.   The Company's  reportable  segments are strategic  business units that have
     separate management teams and infrastructures that offer different products
     and services.

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

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


                                                 (in thousands)
                                  For the three months      For the nine months
                                   ended September 30,       ended September 30,
                                 ----------------------    ---------------------
                                    2005         2004         2005         2004
                                 ---------    ---------    ---------    --------
Revenues:
    Hospitality .............  $  37,920    $  30,120    $ 109,669    $  86,702
    Government ..............     14,277       12,515       42,505       36,756
                               ---------    ---------    ---------    ---------
          Total .............  $  52,197    $  42,635    $ 152,174    $ 123,458
                               =========    =========    =========    =========
Operating income:
    Hospitality .............  $   3,063    $   1,692    $   7,148    $   3,185
    Government ..............        908          964        2,561        2,479
                               ---------    ---------    ---------    ---------
                                   3,971        2,656        9,709        5,664
Other income, net ............       191          190          495          588
Interest expense .............       (41)         (27)        (184)        (146)
                               ---------    ---------    ---------    ---------
Income before provision
  for income taxes ........... $   4,121    $   2,819    $  10,020    $   6,106
                               =========    =========    =========    =========
Depreciation and amortization:
     Hospitality ............. $     824    $     414    $   2,426    $   1,498
     Government ..............        23           13           66          178
     Other ...................        99           94          288          233
                               ---------    ---------    ---------    ---------
           Total ............. $     946    $     521    $   2,780    $   1,909
                               =========    =========    =========    =========
Capital expenditures:
     Hospitality ............. $     468    $     198    $   1,189    $   1,039
     Government ..............        11         --             41         --
     Other ...................        94           22          214          133
                               ---------    ---------    ---------    ---------
           Total ............. $     573    $     220    $   1,444    $   1,172
                               =========    =========    =========    =========

     The  following  table  presents  revenues by  geographic  area based on the
location of the use of the product or service:

                                                 (in thousands)
                                  For the three months      For the nine months
                                   ended September 30,       ended September 30,
                                 ----------------------    ---------------------
                                    2005         2004         2005        2004
                                 ---------    ---------    ---------    --------

United States ................   $ 47,414     $ 38,516     $137,383     $112,514
Other Countries ..............      4,783        4,119       14,791       10,944
                                 --------     --------     --------     --------
      Total ..................   $ 52,197     $ 42,635     $152,174     $123,458
                                 ========     ========     ========     ========
<PAGE>




     The following table represents identifiable assets by business segment:

                                                 (in thousands)
                                          September 30,   December 31,
                                              2005           2004
                                          --------------------------
          Identifiable assets:
             Hospitality ............      $ 99,000        $ 91,432
             Government .............         7,967           9,909
             Other ..................         7,882          10,411
                                           --------        --------
          Total .....................      $114,849        $111,752
                                           ========        ========



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

                                                 (in thousands)
                                          September 30,   December 31,
                                              2005           2004
                                           --------------------------

          United States .............      $109,137          $105,073
         Other Countries ............         5,712             6,679
                                           --------          --------
               Total ................      $114,849          $111,752
                                           ========          ========


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


                                      For the three months   For the nine months
                                       ended September 30,   ended September 30,
                                      ------------------------------------------
                                         2005       2004      2005         2004
                                         -----      -----     -----       -----

      Restaurant Segment:
          McDonald's Corporation .....    25%        34%       27%          31%
                YUM! Brands, Inc. ....    14%        18%       13%          20%
      Government Segment:
         Department of Defense .......    27%        29%       28%          30%
      All Others .....................    34%        19%       32%          19%
                                         ---        ---       ---          ---
                                         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  funding  by  the  U.S.
Government relating to the Company's logistics management contracts,  the impact
of current world events on our results of  operations,  the affects of inflation
on  our  margins,  and  the  affects  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 expecta-tions  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  expectation,  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  restaurant  sector  of  the
hospitality  technology  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 statement if we
obtain new information or upon the occurrence of future events or otherwise.

Overview

     PAR is the  parent  company  of five  wholly-owned  subsidiary  businesses:
ParTech,  Inc.,  PAR  Springer-Miller   Systems,  Inc.,  PixelPoint,   ULC,  PAR
Government Systems Corporation and Rome Research Corporation.

Hospitality Segment
-------------------

     PAR's  largest  subsidiary,   ParTech,   Inc.  is  an  industry  leader  in
hospitality in providing management technology solutions that capture and manage
information in real time to and from the point of business activity. PAR product
offerings  cover the full spectrum of technology.  Offerings  include  hardware,
software  and  professional  services  to  the  hospitality  industry  including
restaurants,   hotels/resorts/spas,   and  retail   businesses.   The  Company's
<PAGE>


hospitality  management  technology  systems  number in excess of 40,000 systems
installed in over 100  countries  around the globe.  PAR's  management  software
technology enables the efficient operation of hospitality  businesses by guiding
pertinent data from  end-to-end and improving  profitability  through  efficient
operations.  PAR's  professional  services  assist  businesses  in attaining the
necessary   business   functionality   and  efficiencies  of  their  hospitality
technology investments.

     The Company creates these products and provides the necessary services that
capture mission critical data, and has maintained  long-term  relationships with
the  hospitality  industry's  two largest  restaurant  corporations - McDonald's
Corporation and Yum! Brands,  Inc. McDonald's has over 32,000 restaurants in 121
countries  and  PAR  has  been  a  selected  preferred  provider  of  management
technology systems and lifecycle support services to McDonald's since 1980. Yum!
Brands,  Inc. (which includes Taco Bell, KFC, Pizza Hut, Long John Silvers and A
& W  Restaurants)  has been a customer  since 1983.  Yum!  has over 33,000 units
globally and PAR is the lone approved supplier of management  technology systems
to their Taco Bell  restaurants as well as the  point-of-sale  ("POS") vendor of
choice to KFC.  Other major  hospitality  concepts where PAR is the selected POS
vendor of choice are: Boston Market,  Chick-fil-A,  CKE  Restaurants  (including
Hardees,   Carl's  Jr.),   Carnival  Cruise  Lines,  Loews  Cineplex  and  large
franchisees of each of the foregoing brands.

     In the fourth quarter 2004 PAR acquired Springer-Miller Systems, the leader
in hospitality  technology solutions for hotel/resort/spa  enterprises including
prominent  city-center hotels, spa and golf destinations,  timeshare  properties
and casino resorts worldwide. PAR's SMS|Host(R) Hospitality Management System is
distinguished  from  other  property  management  systems  by its  cutting  edge
guest-centric  design and  committed  approach to guest  service.  The  SMS|Host
product suite of applications,  that includes more than 20 seamlessly integrated
application modules, provides the hotel/resort/spa  personnel with the necessary
technology features they need to service the guest individually,  exceed guests'
expectations,  and increase  property  revenues  through  necessary  operational
efficiencies. PAR is focused on providing to our customers enterprise management
products,  solutions  and  services,  that are created to  maximize  operational
performance, augment cost-effectiveness and enhance faster execution of critical
business  processes.  The Company maintains an impressive  customer list in this
business  including:  Pebble Beach  Resorts,  The Four  Seasons,  The  Kingsmill
Resort,  Grand Cypress,  Hard Rock Hotel & Casino,  the Mandarin  Oriental Hotel
Group, and Destination Hotels & Resorts.

Government Segment
------------------

     The Company's other  subsidiaries,  PAR Government Systems  Corporation and
Rome Research  Corporation,  are both  Government  contractors.  As a Government
contractor since 1968, PAR provides  information  technology and  communications
support  services to the three  principal  armed  services of the United States:
Navy, Air Force and Army.  Also, PAR serves clients in several  additional  U.S.
federal, state and local government agencies. PAR focuses its applied technology
<PAGE>


on  providing  high  quality  technical  products  and  services,  ranging  from
experimental studies to advanced operational systems,  within a variety of areas
of research, including radar, image and signal processing,  logistics management
systems,   and   geospatial   services  and  products.   In  addition,   through
Government-sponsored  research and development,  PAR has developed  technologies
with  useful  commercial  applications.  A prime  example  of  this  "technology
transfer"  is the  Company's  hospitality  point-of-sale  technology,  which was
created from research and development  involving microchip processing technology
sponsored by the  Department  of Defense.  The  Company's  high quality  service
allows  PAR  to  continually   secure  repeat  business  and  long-term   client
relationships and also to compete effectively for new clients and new contracts.
The demand for PAR's services is created by the increasingly complex systems and
technology environments in which government agencies operate, and by the need to
stay up-to-date with new technologies while maintaining the highest standards of
productivity and performance.

Summary
-------

     During  the first  nine  months of 2005,  the  overall  hospitality  market
continued  the  positive  trend set in 2004 as  evidenced  by  improved  results
reported for the Company's major customers, and in particular, the quick-service
restaurant segment,  including McDonald's and Yum! Brands. In 2004, PAR acquired
the assets of Springer-Miller Systems which enhanced significantly the Company's
software product offerings in the global hospitality technology market.

     PAR's Government  segment continues to add business in 2005 associated with
technical  outsourcing for the U.S. Military.  PAR provides outsourcing services
for the three  main  branches  of the U.S.  military,  as well as other  Federal
Government  Agencies including the International  Broadcasting  Bureau (IBB) and
the General Services Administration (GSA).

     For the remainder of 2005,  the Company fully  expects  continued  positive
industry trends of the hospitality  technology market and additional  Government
technical outsourcing opportunities.  During the Company's history, PAR has been
successful in establishing a leadership  position in its two businesses  through
the application of several Company  fundamentals  including  setting the pace of
new technology introduction, outstanding customer service, expanding our markets
across the globe and empowering the entire PAR team to produce  positive results
for the Company. By stressing these fundamentals,  the Company can significantly
influence the direction of the hospitality  technology  industry and continue to
grow its business around the globe.

     The  following  table  sets  forth the  Company's  revenues  by  reportable
segment:

                                 For the three months   For the nine months
                                 ended September 30,    ended September 30,
                                 -------------------   -------------------
                                    2005      2004       2005       2004
                                 --------  ---------   --------   --------
Net revenues:
     Hospitality .............   $ 37,920   $ 30,120   $109,669   $ 86,702
     Government ..............     14,277     12,515     42,505     36,756
                                 --------   --------   --------   --------
Total consolidated net revenue   $ 52,197   $ 42,635   $152,174   $123,458
                                 ========   ========   ========   ========

<PAGE>

     The following discussion and analysis highlights items having a significant
affect on operations  during the three and nine months ended September 30, 2005.
This  discussion  may not be  indicative of future  operations  or earnings.  It
should be read in  conjunction  with the audited annual  consolidated  financial
statements  and notes thereto and other  financial and  statistical  information
included in this report.

Results of Operations -- Three Months Ended September 30, 2005 Compared to Three
Months Ended September 30, 2004

     The Company  reported  revenues of $52.2 million for the three months ended
September 30, 2005,  an increase of 22% from the $42.6 million  reported for the
three months ended  September  30, 2004.  The Company's net income for the three
months ended September 30, 2005 was $2.5 million, or $.26 diluted net income per
share, compared to net income of $1.7 million and $.19 per diluted share for the
same period in 2004.

     Product revenues from the Company's  Hospitality segment were $22.9 million
for the three months ended September 30, 2005, an increase of 23% from the $18.5
million  recorded in 2004.  The principal  reason for this increase was sales to
new and existing  restaurant  technology  customers.  Also  contributing to this
growth was sales to the Company's resort and spa customers.

     Customer service  revenues are also generated by the Company's  Hospitality
segment.   The  Company's   service   offerings   include  system   integration,
installation, training, twenty-four hour help desk support, software maintenance
and various depot and on-site service  options.  Customer  service revenues were
$15.1 million for the three months ended  September 30, 2005, an increase of 30%
from the $11.6  million  for the same  period  in 2004.  This  increase  was due
primarily to systems  integration and software  maintenance  revenues associated
with the Company's resort and spa customers. Additionally, the Company increased
its field service and support center revenue for its restaurant customers by 20%
or $1 million.  This was partially  offset by a decline in installation  revenue
due to a greater number of customer's performing self-installation.

     Contract revenues from the Company's  Government segment were $14.3 million
for the three months ended  September 30, 2005, an increase of 14% when compared
to the $12.5 million recorded in the same period in 2004. The primary reason for
this  growth  was  an  $829,000  or  12%  increase  in  information   technology
outsourcing  revenue for contracts for facility operations at U.S. Department of
Defense Telecommunication sites throughout the world. Also, contributing to this
increase  was a $490,000  increase  in  revenue  under the  Company's  Logistics
Management Program.

     Product  margins for the three months ended  September 30, 2005 were 42.1%,
an increase  from 34.4% for the three months  ended  September  30,  2004.  This
increase in margins was primarily  attributable to higher software revenue. This

<PAGE>

software  revenue was generated  from the Company's  resort,  spa and restaurant
customers.  The increase was also due to a large integration project for a major
customer in 2004 that involved lower margin peripheral  hardware products.  This
project has been substantially completed.

     Customer  Service  margins were 23.6% for the three months ended  September
30,  2005  compared  to 13.5% for the same  period in 2004.  This  increase  was
primarily due to service integration and software maintenance revenue associated
with  the  Company's  resort  and spa  products.  The  increase  was also due to
additional service contracts for the Company's restaurant customers.

     Contract  margins  were 7% for the three months  ended  September  30, 2005
unchanged from the same period in 2004. In 2005, the Company benefited by higher
margins or certain fixed price jobs offset by higher than anticipated award fees
in 2004 on certain image and digital processing contracts.  The most significant
components  of contract  costs in 2005 and 2004 were labor and fringe  benefits.
For the quarter  ended  September  30, 2005 labor and fringe  benefits were $9.6
million or 73% of contract  costs  compared  to $8.7  million or 75% of contract
costs for the same period in 2004.

     Selling,  general and administrative  expenses are virtually all related to
the Company's Hospitality segment.  Selling, general and administrative expenses
for the three months ended September 30, 2005 were $7.5 million,  an increase of
53% from the $4.9 million expended for the same period in 2004. The increase was
primarily  attributable to a rise in selling and marketing expenses due to sales
of the Company's resort and spa software products.

     Research  and  development  expenses  relate  primarily  to  the  Company's
Hospitality segment. Research and development expenses were $2.5 million for the
three months ended  September 30, 2005, an increase of 96% from the $1.3 million
recorded in 2004.  The  increase was  primarily  attributable  to the  Company's
development  efforts in its resort and spa products.  The Company also increased
its investment in its traditional hardware and software restaurant products.

     Amortization of identifiable intangible assets was $246,000 for the quarter
ended  September  30,  2005 and relates to the  October 1, 2004  acquisition  of
Springer-Miller Systems, Inc.

     Other  income,  net, was $191,000 for the three months ended  September 30,
2005  compared to $190,000 for the same period in 2004.  Other income  primarily
includes  rental  income and foreign  currency  gains and losses.  There were no
significant variances in 2005 as compared to 2004.
<PAGE>

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$41,000 for the three months ended September 30, 2005 compared to $27,000 in the
third quarter of 2004. The increase is due to a higher average borrowing rate in
2005 when compared to 2004.

     For the three months ended September 30, 2005, the Company's  effective tax
rate  was  38.3%,  compared  to 38.5% in 2004.  The  variance  from the  federal
statutory rate in 2005 and 2004 was primarily due to state income taxes.

     Results of Operations  -- Nine Months Ended  September 30, 2005 Compared to
Nine Months Ended September 30, 2004

     The Company  reported  revenues of $152.2 million for the nine months ended
September 30, 2005, an increase of 23% from the $123.5 million  reported for the
nine months ended  September  30, 2004.  The  Company's  net income for the nine
months ended September 30, 2005 was $6.2 million, or $.64 diluted net income per
share, compared to net income of $3.8 million and $.41 per diluted share for the
same period in 2004.

     Product revenues from the Company's  Hospitality segment were $66.8 million
for the nine months ended  September 30, 2005, an increase of 23% from the $54.2
million  recorded in 2004. The primary factor  contributing  to the increase was
software revenue from the Company's resort and spa customers.  Also contributing
to this growth were sales to new and existing restaurant technology customers.

     Customer service  revenues are also generated by the Company's  Hospitality
segment.   The  Company's   service   offerings   include  system   integration,
installation, training, twenty-four hour help desk support, software maintenance
and various depot and on-site service  options.  Customer  service revenues were
$42.9  million for the nine months ended  September 30, 2005, an increase of 32%
from the $32.5  million  for the same  period  in 2004.  This  increase  was due
primarily to systems  integration and software  maintenance  revenues associated
with the Company's resort and spa customers.

     Contract revenues from the Company's  Government segment were $42.5 million
for the nine months ended  September  30, 2005, an increase of 16% when compared
to the $36.8 million  recorded in the same period in 2004.  Contributing to this
growth was a $1.5 million or 7% increase in information  technology  outsourcing
revenue from  contracts for facility  operations at critical U.S.  Department of
Defense  telecommunication  sites across the globe. These outsourcing operations
directly  support U.S. Navy, Air Force and Army operations as the military seeks
to  convert  its   information   technology   communications   facilities   into
contractor-run  operations and to meet new requirements with contractor support.
Also contributing to this growth was a $1.4 million increase in revenue from the
Company's  Logistics  Management  Program.  The  remainder  of the  increase  is
primarily due to contacts involving signal and processing technology.
<PAGE>

     Product margins for the nine months ended September 30, 2005 were 40.1%, an
increase from 32.8% for the nine months ended  September 30, 2004. This increase
in margins was primarily  attributable to higher software revenue. This software
revenue was generated from the Company's resort, spa and restaurant customers.

     Customer Service margins were 23.3% for the nine months ended September 30,
2005 compared to 13.6% for the same period in 2004.  This increase was primarily
due to service integration and software  maintenance revenue associated with the
Company's resort and spa products.

     Contract  margins  were 6.4% for the nine months ended  September  30, 2005
versus 6.8 % for the same period in 2004.  The  decline in  contract  margins is
primarily attributable to a higher than anticipated  performance-based award fee
on an imagery  information  technology  contract in 2004.  The most  significant
components  of contract  costs in 2005 and 2004 were labor and fringe  benefits.
For the nine months ended  September 30, 2005 labor and fringe benefits were $29
million or 73% of contract  costs  compared to $26.3  million or 77% of contract
costs for the same period in 2004.

     Selling,  general and administrative  expenses are virtually all related to
the Company's Hospitality segment.  Selling, general and administrative expenses
for the nine months ended September 30, 2005 were $22.2 million,  an increase of
46% from the $15.1  million  expended for the same period in 2004.  The increase
was primarily  attributable  to a rise in selling and marketing  expenses due to
sales of the  Company's  resort  and spa  software  products  and the  Company's
traditional hardware products.

     Research  and  development  expenses  relate  primarily  to  the  Company's
Hospitality segment. Research and development expenses were $6.9 million for the
nine months ended  September  30, 2005, an increase of 75% from the $3.9 million
recorded in 2004.  The  increase was  primarily  attributable  to the  Company's
development  efforts in its newly acquired resort and spa products.  The Company
also increased its investment in its traditional hardware and software products.

     Amortization  of identifiable  intangible  assets was $736,000 for the nine
months ended  September 30, 2005 and relates to the October 1, 2004  acquisition
of Springer-Miller Systems, Inc.

     Other  income,  net, was $495,000 for the nine months ended  September  30,
2005  compared to $588,000 for the same period in 2004.  Other income  primarily
includes  rental income and foreign  currency gains and losses.  The decline was
due to lower currency gains in 2005.
<PAGE>

     Interest expense  represents  interest charged on the Company's  short-term
borrowing  requirements from banks and from long-term debt. Interest expense was
$184,000  for the nine months  ended  September  30,  2005  compared to $146,000
recorded in 2004.  The increase was due to a greater  average  borrowing rate in
2005.

     For the nine months ended  September 30, 2005, the Company's  effective tax
rate was 38.1%,  unchanged  from 2004.  The variance from the federal  statutory
rate in 2005 and 2004 was primarily due to state income taxes.

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 continuing
operations  was $7.5  million  for the nine  months  ended  September  30,  2005
compared to $12.8 million for 2004. In 2005,  cash flow was generated  primarily
from operating profits and the timing of vendor payments for material purchases.
This was partially  offset by an increase in accounts  receivable and inventory.
In 2004, cash flow benefited from a reduction in accounts receivable,  operating
profits for the period and timing of vendor payments.

     Cash used in investing  activities was $2 million for the nine months ended
September  30,  2005  compared to $1.8  million for the same period in 2004.  In
2005,   capital   expenditures  were  $1.4  million  and  were  principally  for
manufacturing and research and development equipment. Capitalized software costs
relating to software  development of Hospitality  segment products were $528,000
in 2005. In 2004, capital  expenditures were $1.2 million and were primarily for
manufacturing  equipment and information  technology  equipment and software for
internal use.  Capitalized  software costs  relating to software  development of
Hospitality segment products were $597,000 in 2004.

     Cash used in  financing  activities  was $8.8  million  for the nine months
ended  September  30, 2005 versus $6.5  million for the same period in 2004.  In
2005, the Company  reduced its short-term  bank  borrowings by $10.2 million and
received $1.5 million from the exercise of employee stock options.  During 2004,
the Company  reduced its short-term  bank  borrowings by $7 million and received
$551,000 from the exercise of employee stock options.

     The Company has an aggregate  availability  of $20,000,000 in bank lines of
credit. One line totaling  $12,500,000 bears interest at the bank borrowing rate
(6% at September 30, 2005) and is subject to loan covenants  including a debt to
tangible net worth ratio of 1.4 to 1; a minimum working  capital  requirement of
at least $25 million;  and a debt coverage  ratio of 4 to 1. The total amount of
credit  available under this facility at a given time is based on (a) 80% of the
Company's  accounts  receivable  under 91 days  outstanding  attributable to the
Company's Hospitality segment and (b) 40% of the Company's inventory,  excluding
work in  process.  This line  expires  on April 30,  2006.  The  second  line of
$7,500,000 allows the Company,  at its option, to borrow funds at the LIBOR rate

<PAGE>

plus the  applicable  interest  rate spread or at the bank's prime  lending rate
(6.75% at September 30, 2005).  This facility  contains  certain loan  covenants
including  a  leverage  ratio  of not  greater  than 4 to 1 and a  fixed  charge
coverage  ratio of not less than 4 to 1. This line  expires on October 30, 2006.
Both lines are collateralized by certain accounts receivable and inventory.  The
Company was in  compliance  with all loan  covenants on September  30, 2005.  At
September 30, 2005, there were no borrowings under these lines.

     During  fiscal  year  2005,  the  Company   anticipates  that  its  capital
requirements  will be  approximately  $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.

Critical Accounting Policies

     The  Company's   consolidated   financial   statements  are  based  on  the
application of accounting  principles generally accepted in the United States of
America (GAAP). GAAP requires the use of estimates,  assumptions,  judgments and
subjective  interpretations of accounting  principles that have an impact on the
assets, liabilities,  revenue and expense amounts reported. The Company believes
its use of estimates and underlying  accounting  assumptions  adhere to GAAP and
are  consistently  applied.  Valuations  based on  estimates  are  reviewed  for
reasonableness  and  adequacy on a  consistent  basis  throughout  the  Company.
Primary areas where  financial  information of the Company is subject to the use
of  estimates,  assumptions  and the  application  of judgment  include  revenue
recognition, accounts receivable, inventories, intangible assets and taxes.
<PAGE>

Revenue Recognition Policy

     The Company recognizes  revenue generated by the Hospitality  segment using
the guidance from SEC Staff Accounting  Bulletin No. 104, "Revenue  Recognition"
and the AICPA Statement of Position (SOP) 97-2, "Software Revenue  Recognition,"
and other applicable revenue recognition guidance and  interpretations.  Product
revenue consists of sales of the Company's  standard  point-of-sale and property
management  systems of the Hospitality  segment.  The Company recognizes revenue
from the sale of complete  restaurant systems (which primarily includes hardware
or  hardware  and  software)   upon  delivery  to  the  customer  site  or  upon
installation  for certain  software  products.  For restaurant  systems that are
self-installed  by the  customer or an unrelated  third party and for  component
sales or supplies,  the Company recognizes  revenue at the time of shipment.  In
addition to product  sales,  the Company may provide  installation  and training
services,  and also offers maintenance contracts to its customers.  Installation
and training service revenues are recognized as the services are performed.  The
Company's other service revenues, consisting of support, field and depot repair,
are  provided to  customers  either on a time and  materials  basis or under its
maintenance  contracts.  Services  provided  on a time and  materials  basis are
recognized as the services are  performed.  Service  revenues  from  maintenance
contracts  are  deferred  when billed and  recognized  ratably  over the related
contract period.

     The Company recognizes revenue in its Government segment using the guidance
from SEC Staff Accounting Bulletin No. 104, "Revenue Recognition." The Company's
contract  revenues  generated by the Government  segment  result  primarily from
contract services performed for the U.S. Government under a variety of cost-plus
fixed fee,  time-and-material  and fixed-price  contracts.  Revenue on cost-plus
fixed fee  contracts  is  recognized  based on  allowable  costs for labor hours
delivered,  as well as other allowable costs plus the applicable fee. Revenue on
time and material  contracts is recognized by  multiplying  the number of direct
labor-hours delivered in the performance of the contract by the contract billing
rates and adding  other  direct  costs as  incurred.  Revenue  from  fixed-price
contracts is recognized  primarily on a straight-line basis over the life of the
fixed-price  contract.  The  Company's  obligation  under these  contracts is to
provide  labor hours to conduct  research or to staff  facilities  with no other
deliverables or performance obligations. Anticipated losses on all contracts are
recorded in full when identified. Unbilled accounts receivable are stated in the
Company's consolidated financial statements at their estimated realizable value.
Contract costs, including indirect expenses, are subject to audit and adjustment
through negotiations between the Company and U.S. Government representatives.

Accounts Receivable

     Allowances for doubtful  accounts are based on estimates of probable losses
related  to  accounts  receivable  balances.  The  establishment  of  allowances
<PAGE>


requires  the use of  judgment  and  assumptions  regarding  probable  losses on
receivable  balances.  We continuously monitor collections and payments from our
customers  and maintain a provision  for  estimated  credit  losses based on our
historical  experience and any specific customer  collection issues that we have
identified.   While  such  credit  losses  have  historically  been  within  our
expectations and appropriate reserves have been established, we cannot guarantee
that we will  continue  to  experience  the same  credit loss rates that we have
experienced in the past. Thus, if the financial  condition of our customers were
to  deteriorate,  our actual  losses may exceed our  estimates,  and  additional
allowances would be required.

Inventories

     The Company's  inventories  are valued at the lower of cost or market.  The
Company uses certain  estimates  and judgments  and  considers  several  factors
(including  product  demand and changes in technology) to provide for excess and
obsolescence reserves to properly value inventory.

Capitalized Software Development Costs

     The  Company  capitalizes  certain  costs  related  to the  development  of
computer  software used in its  Hospitality  segment under the  requirements  of
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer  Software  to  be  Sold,  Leased,  or  Otherwise  Marketed".   Software
development costs incurred prior to establishing  technological  feasibility are
charged to operations and included in research and development  costs.  Software
development  costs incurred after  establishing  feasibility are capitalized and
amortized  over the  estimated  economic  life when the product is available for
general release to customers.

Goodwill

     Following  Financial  Accounting  Standards  Board issuance of Statement of
Financial  Accounting  Standards No. 142 "Goodwill and Other Intangible Assets",
(SFAS 142),  the Company  tests all goodwill for  impairment  annually,  or more
frequently  if  circumstances  indicate  potential  impairment.  The Company has
elected to annually test for impairment at December 31.

Taxes

     The  Company  has  significant  amounts of  deferred  tax  assets  that are
reviewed for recoverability and valued  accordingly.  These assets are evaluated
by using  estimates  of future  taxable  income  streams  and the  impact of tax
planning  strategies.  Valuations  related  to tax  accruals  and  assets can be
impacted  by  changes  to tax  codes,  changes  in  statutory  tax rates and the
Company's estimates of its future taxable income levels.

Factors that could affect future results

A DECLINE  IN THE VOLUME OF  PURCHASES  MADE BY ANY ONE OF THE  COMPANY'S  MAJOR
CUSTOMERS WOULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

     A small  number of related  customers  have  historically  accounted  for a
majority of the  Company's  net  revenues in any given  fiscal  period.  For the
fiscal years ended December 31, 2004, 2003 and 2002, aggregate sales to our top

<PAGE>

two Hospitality segment customers,  McDonald's and Yum! Brands, amounted to 51%,
50% and  51%,  respectively,  of  total  revenues.  For the  nine  months  ended
September  30,  2005  and  2004,  sales  to  those  customers  were 40% and 51%,
respectively,  of  total  revenues.  Most  of the  Company's  customers  are not
obligated  to  provide us with any  minimum  level of future  purchases  or with
binding forecasts of product purchases for any future period. In addition, major
customers  may  elect to delay or  otherwise  change  the  timing of orders in a
manner that could adversely affect the Company's quarterly and annual results of
operations.  There can be no assurance that our current  customers will continue
to place  orders  with us,  or that we will be able to  obtain  orders  from new
customers.

AN  INABILITY  TO  PRODUCE  NEW  PRODUCTS  THAT  KEEP  PACE  WITH  TECHNOLOGICAL
DEVELOPMENTS  AND CHANGING  MARKET  CONDITIONS  COULD RESULT IN A LOSS OF MARKET
SHARE.

     The  products  we sell  are  subject  to rapid  and  continual  changes  in
technology. Our competitors offer products that have an increasingly wider range
of features and capabilities. We believe that in order to compete effectively we
must provide systems incorporating new technologies at competitive prices. There
can be no  assurance  that we will be able  to  continue  funding  research  and
development at levels  sufficient to enhance our current product  offerings,  or
that the Company  will be able to develop and  introduce  on a timely  basis new
products that keep pace with  technological  developments and emerging  industry
standards  and address the  evolving  needs of  customers.  There also can be no
assurance that we will not experience  difficulties that will result in delaying
or preventing  the  successful  development,  introduction  and marketing of new
products  in our  existing  markets,  or  that  our  new  products  and  product
enhancements will adequately meet the requirements of the marketplace or achieve
any significant degree of market acceptance. Likewise, there can be no assurance
as to the  acceptance  of our  products  in new  markets,  nor can  there be any
assurance  as to the success of our  penetration  of these  markets,  nor to the
revenue  or  profit  margins  realized  by the  Company  with  respect  to these
products. If any of our competitors were to introduce superior software products
at competitive  prices,  or if our software  products no longer met the needs of
the  marketplace  due  to  technological   developments  and  emerging  industry
standards,  our software  products may no longer retain any  significant  market
share.  If this were to occur,  we could be required to record a charge  against
capitalized  software  costs,  which amount to $3.9 million as of September  30,
2005.

WE GENERATE MUCH OF OUR REVENUE FROM THE HOSPITALITY  INDUSTRY AND THEREFORE ARE
SUBJECT TO DECREASED REVENUES IN THE EVENT OF A DOWNTURN EITHER IN THAT INDUSTRY
OR IN THE ECONOMY AS A WHOLE.

     For the fiscal years ended  December 31,  2004,  2003 and 2002,  we derived
71%,  70% and 72%,  respectively,  of our total  revenues  from the  Hospitality
industry, primarily the quick service restaurant marketplace. For the nine
<PAGE>


months ended September 30, 2005 and 2004, revenues from the Hospitality industry
were 72% and 70%, respectively, of total revenues. Consequently, our Hospitality
technology  product  sales  are  dependent  in large  part on the  health of the
Hospitality   industry,   which  in  turn  is  dependent  on  the  domestic  and
international  economy,  as well as factors such as consumer buying  preferences
and weather  conditions.  Instabilities  or downturns in the Hospitality  market
could  disproportionately  impact our  revenues,  as clients may either exit the
industry  or delay,  cancel or reduce  planned  expenditures  for our  products.
Although  we believe we can assist the quick  service  restaurant  sector of the
Hospitality industry in a competitive environment,  given the cyclical nature of
that industry,  there can be no assurance that our profitability and growth will
continue.

WE DERIVE A PORTION OF OUR REVENUE  FROM  GOVERNMENT  CONTRACTS,  WHICH  CONTAIN
PROVISIONS UNIQUE TO PUBLIC SECTOR CUSTOMERS,  INCLUDING THE GOVERNMENT'S  RIGHT
TO MODIFY OR TERMINATE THESE CONTRACTS AT ANY TIME.


     For the fiscal years ended  December 31,  2004,  2003 and 2002,  we derived
29%, 30% and 28%, respectively,  of our total revenues from contracts to provide
technical services to U.S. Government agencies and defense contractors.  For the
nine months ended September 30, 2005 and 2004, revenues from such contracts were
28% and 30%,  respectively,  of total revenues.  Contracts with U.S.  Government
agencies typically provide that such contracts are terminable at the convenience
of the U.S.  Government.  If the U.S.  Government  terminated a contract on this
basis,  we would be entitled to receive  payment for our allowable costs and, in
general, a proportionate share of our fee or profit for work actually performed.
Most U.S.  Government  contracts are also subject to modification or termination
in the event of changes in funding. As such, we may perform work prior to formal
authorization,  or the  contract  prices may be adjusted for changes in scope of
work. Termination or modification of a substantial number of our U.S. Government
contracts  could  have a  material  adverse  effect on our  business,  financial
condition and results of operations.

     We perform  work for  various  U.S.  Government  agencies  and  departments
pursuant  to  fixed-price,  cost-plus  fixed  fee and  time-and-material,  prime
contracts  and  subcontracts.  Approximately  62% of the revenue that we derived
from Government contracts for the nine months ended September 30, 2005 came from
fixed-price or time-and-material  contracts.  The balance of the revenue that we
derived from  Government  contracts  in the first nine months of 2005  primarily
came from cost-plus fixed fee contracts.  Most of our contracts are for one-year
to five-year terms.

     While  fixed-price  contracts  allow us to benefit from cost savings,  they
also expose us to the risk of cost overruns. If the initial estimates we use for
calculating  the  contract  price are  incorrect,  we can incur  losses on those
contracts.  In addition,  some of our  governmental  contracts  have  provisions
relating  to cost  controls  and audit  rights and, if we fail to meet the terms
specified in those contracts, then we may not realize their full benefits. Lower
earnings  caused by cost overruns  would have an adverse effect on our financial
results.
<PAGE>

     Under  time-and-materials  contracts,  we are paid for labor at  negotiated
hourly  billing  rates  and for  certain  expenses.  Under  cost-plus  fixed fee
contracts,  we are reimbursed for allowable costs and paid a fixed fee. However,
if our costs under either of these types of contract exceed the contract ceiling
or are  not  allowable  under  the  provisions  of the  contract  or  applicable
regulations, we may not be able to obtain reimbursement for all of our costs.

     If we are unable to control costs incurred in performing under each type of
contract,  such inability to control costs could have a material  adverse effect
on our financial  condition  and  operating  results.  Cost  over-runs  also may
adversely  affect our ability to sustain  existing  programs  and obtain  future
contract awards.

WE FACE  EXTENSIVE  COMPETITION  IN THE  MARKETS  IN WHICH WE  OPERATE,  AND OUR
FAILURE TO COMPETE EFFECTIVELY COULD RESULT IN PRICE REDUCTIONS AND/OR DECREASED
DEMAND FOR OUR PRODUCTS AND SERVICES.

     There are  several  suppliers  who  offer  Hospitality  management  systems
similar to ours.  Some of these  competitors are larger than PAR and have access
to substantially greater financial and other resources and, consequently, may be
able to obtain more favorable terms than we can for components and subassemblies
incorporated  into  these  Hospitality  technology  products.  The rapid rate of
technological  change in the  Hospitality  industry makes it likely that we will
face competition from new products designed by companies not currently competing
with us.  These new products may have  features not  currently  available on our
Hospitality  products.  We believe that our  competitive  ability depends on our
total  solution  offering,  our  product  development  and  systems  integration
capability, our direct sales force and our customer service organization.  There
is no assurance,  however,  that we will be able to compete  effectively  in the
hospitality technology market in the future.

     Our Government  contracting  business has been focused on niche  offerings,
primarily signal and image processing,  information  technology  outsourcing and
engineering  services.  Many of our  competitors  are, or are  subsidiaries  of,
companies such as  Lockheed-Martin,  Raytheon,  Northrop-Grumman,  BAE,  Harris,
Boeing and SAIC.  These  companies  are larger  and have  substantially  greater
financial  resources  than we do. We also compete with  smaller  companies  that
target  particular  segments of the Government  market.  These  companies may be
better   positioned  to  obtain   contracts   through   competitive   proposals.
Consequently,  there are no assurances  that we will continue to win  Government
contracts as a prime contractor or subcontractor.

WE MAY  NOT BE  ABLE  TO  MEET  THE  UNIQUE  OPERATIONAL,  LEGAL  AND  FINANCIAL
CHALLENGES  THAT  RELATE TO OUR  INTERNATIONAL  OPERATIONS,  WHICH MAY LIMIT THE
GROWTH OF OUR BUSINESS.

     For the fiscal  years  ended  December  31,  2004,  2003 and 2002,  our net
revenues   from  sales   outside  the  United  States  were  9%,  11%  and  11%,
respectively,  of the  Company's  total  revenues.  For the  nine  months  ended
September  30, 2005 and 2004,  sales  outside the United States were 10% and 9%,

<PAGE>

respectively, of the total revenues. We anticipate that international sales will
continue to account for a significant portion of sales. We intend to continue to
expand  our  operations  outside  the  United  States  and to  enter  additional
international  markets,  which will require significant management attention and
financial resources.  Our operating results are subject to the risks inherent in
international  sales,  including,  but not limited to, regulatory  requirements,
political and economic changes and disruptions,  geopolitical  disputes and war,
transportation  delays,  difficulties  in staffing  and managing  foreign  sales
operations, and potentially adverse tax consequences. In addition,  fluctuations
in exchange  rates may render our products  less  competitive  relative to local
product  offerings,  or could result in foreign exchange losses,  depending upon
the currency in which we sell our products. There can be no assurance that these
factors  will not have a material  adverse  affect on our  future  international
sales and, consequently, on our operating results.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

INFLATION

     Inflation  had little affect on revenues and related costs during the first
nine months of 2005.  Management  anticipates that margins will be maintained at
acceptable levels to minimize the affects of inflation, if any.

INTEREST RATES

     As of September 30, 2005, the Company has $2 million in variable  long-term
debt. The Company believes that an adverse change in interest rates of 100 basis
points would not have a material  impact on our business,  financial  condition,
results of operations or cash flows.

FOREIGN CURRENCY

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

Item 4. Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures.

     As of September 30, 2005, the Company carried out an evaluation,  under the
supervision and with the  participation of the Company's  management,  including
the Company's  President  and Chief  Executive  Officer and the Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and procedures,  as defined in Exchange Act Rule 15d-14(c).

<PAGE>

Based upon the evaluation,  the Company's  President and Chief Executive Officer
and the Chief Financial Officer concluded that the Company's disclosure controls
and  procedures  are  effective in enabling  the Company to  identify,  process,
record and report information  required to be included in the Company's periodic
SEC filings within the required time period.

     (b) Changes in Internal Controls.

     There was no  significant  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 September 30, 2005 that has materially affected,  or is reasonably
likely to materially affect, such internal controls over financial reporting.



<PAGE>


Item 6.  Exhibits and Reports on Form 8-K



                                List of Exhibits


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


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

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

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



Reports on Form 8-K

     On July 29, 2005, 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 the quarter ended June 30, 2005,
as presented  in a press  release of July 29, 2005 and  furnished  thereto as an
exhibit.

     On August 8, 2005,  PAR Technology  Corporation  furnished a report on Form
8-K pursuant to Item 8.01 (Other  Events) of that Form relating to the Company's
intent to acquire PixelPoint Technologies,  Inc. as presented in a press release
of August 8, 2005 and furnished thereto as an exhibit.

<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:  November 14, 2005



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


<PAGE>


                                  Exhibit Index




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


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

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

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

<PAGE>


                                  Exhibit 31.1

                           PAR TECHNOLOGY CORPORATION
                         STATEMENT OF EXECUTIVE OFFICER

I, John W. Sammon, Jr., certify that:

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

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

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

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

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

          b.   [Reserved]

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

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

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

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

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


Date: November 14, 2005
                                              /s/John W. Sammon, Jr.
                                              -------------------------------
                                              John W. Sammon, Jr.
                                              Chairman of the Board and
                                              Chief Executive Officer




                                       E-1
<PAGE>

                                  Exhibit 31.2

                           PAR TECHNOLOGY CORPORATION
                         STATEMENT OF EXECUTIVE OFFICER

I, Ronald J. Casciano, certify that:

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

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

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

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

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

          b.   [Reserved]

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

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

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

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

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



Date: November 14, 2005
                                           /s/Ronald J. Casciano
                                           --------------------------
                                           Ronald J. Casciano
                                           Vice President,
                                           Chief Financial Officer & Treasurer




                                       E-2
<PAGE>


                                  Exhibit 32.1



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


     In connection with the Quarterly Report of PAR Technology  Corporation (the
"Company") on Form 10-Q for the quarter  ended  September 30, 2005 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  we,
John W.  Sammon,  Jr.  and  Ronald J.  Casciano,  Chairman  of the Board & Chief
Executive Officer and Vice President, Chief Financial Officer & Treasurer of the
Company,  certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:


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

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






/s/John W. Sammon, Jr.
-------------------------------
John W. Sammon, Jr.
Chairman of the Board & Chief Executive Officer
November 14, 2005


/s/Ronald J. Casciano
-------------------------------
Ronald J. Casciano
Vice President, Chief Financial Officer & Treasurer
November 14, 2005









                                       E-3