As filed with the Securities and Exchange Commission on September 29, 1995

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

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

            Delaware                                        16-1434688
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                              PAR Technology Park
                              8383 Seneca Turnpike
                       New Hartford, New York 13413-4991
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

                           PAR Technology Corporation
                             1995 Stock Option Plan
                           --------------------------  
                            (Full title of the Plan)

                               Gregory T. Cortese
                 Vice President, General Counsel and Secretary
                           PAR Technology Corporation
                              PAR Technology Park
                              8383 Seneca Turnpike
                       New Hartford, New York 13413-4991
                                 (315) 738-0600
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                             CALCULATION OF REGISTRATION FEE

=========================================================================================

                                             Proposed      Proposed
                                             maximum       maximum
Title of                                     offering      aggregate        Amount of
securities to               Amount to be     price         per offering     registration
be registered               registered       unit          price            fee
-------------               ------------     --------      ------------     ------------
<S>                           <C>            <C>           <C>                 <C>      
Common Stock,                 500,000(1)     $9.625(2)     $4,812,500(2)       $1,659.48
par value
$.02 per share

=========================================================================================
</TABLE>
(1)      Consists  of shares of Common  Stock to be issued  pursuant  to the PAR
         Technology  Corporation  1995 Stock  Option Plan.  Such  undeterminable
         number  of  additional  shares  as  may  be  issuable  pursuant  to the
         operation  of the  recapitalization  provisions  of the Plan are hereby
         also registered.

(2)      Computed pursuant to Rules 457(h) solely for the purpose of determining
         the registration  fee, based upon an assumed price of $9.625 per share,
         the average of the high and low sale prices of the Registrant's  Common
         Stock,  as reported on the New York Stock  Exchange  on  September  27,
         1995.
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this  Registration  Statement are
the following  documents  heretofore  filed by PAR Technology  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities Act of 1933, as amended (the  "Securities  Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

                  (a)      The Company's annual report filed pursuant to
                           sections 13(a) or 15(d) of the Exchange Act;

                  (b)      All other  reports  filed by the Company  pursuant to
                           section  13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year  covered by the annual  report
                           referred to in (a) above; and

                  (c)      The  description of the Company's  Common Stock,  par
                           value $.02 per share (the "Common Stock"),  contained
                           in a registration  statement filed under the Exchange
                           Act,  and  any  amendment  or  report  filed  for the
                           purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining  unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from the dates of filing of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  None.

Item 6.           Indemnification of Directors and Officers

                  Pursuant  to the  provisions  of Section  145 of the  Delaware
General  Corporation Law, every Delaware  corporation has the power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of any corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  any and  all  expenses,
judgments,  fines and amounts  paid in  settlement  and  reasonably  incurred in
connection with such action, suit or proceeding.  The power to indemnify applies
only if such person acted in good faith and in a manner he  reasonably  believed
to be in  the  best  interest,  or not  opposed  to the  best  interest,  of the
corporation  and with  respect  to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

                  The power to indemnify applies to actions brought by or in the
right  of the  corporation  as well,  but  only to the  extent  of  defense  and
settlement  expenses and not to any  satisfaction of a judgment or settlement of
the claim  itself,  and with the  further  limitation  that in such  actions  no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct  unless the court, in its  discretion,  believes that in light of all
the circumstances indemnification should apply.

                  To  the  extent  of  the  persons   referred  to  in  the  two
immediately  preceding  paragraphs  is  successful in the defense of the actions
referred  to  therein,  such person is  entitled,  pursuant  to Section  145, to
indemnification as described above.

                  Article  IX of the  Company's  Amended  By-laws  provides  for
indemnification to officers and directors of the Company as follows:

                  "Section  1.  Nature  of  Indemnity.   The  Corporation  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
is or was or has agreed to become a director or officer of the  Corporation,  or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another Corporation,  partnership,  joint venture, trust
or other  enterprise,  or by reason of any action  alleged to have been taken or
omitted in such capacity,  and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has  agreed to become an  employee  or agent of
the  Corporation,  or is or was serving or has agreed to serve at the request of
the  Corporation  as an employee or agent of another  Corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by him or on his  behalf  in  connection  with  such  action,  suit or
proceeding and any appeal  therefrom,  if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Corporation,  and,  with respect to any  criminal  action or  proceeding  had no
reasonable cause to believe his conduct was unlawful; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its favor (1) such  indemnification  shall be  limited  to  expenses  (including
attorneys' fees) actually and reasonably  incurred by such person in the defense
or settlement of such action or suit, and (2) no  indemnification  shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation  unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the Delaware Court of
Chancery or such other court shall deem proper.

                  The termination of any action, suit or proceeding by judgment,
order  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonably cause to believe that his conduct
was unlawful."

                  "Section 2. Successful Defense. To the extent that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
1 hereof  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith."

                  "Section 3. Determination that  Indemnification is Proper. Any
indemnification  of a director  or officer of the  Corporation  under  Section 1
hereof  (unless  ordered by a court) shall be made by the  Corporation  unless a
determination  is made that  indemnification  of the  director or officer is not
proper in the  circumstances  because he has not met the applicable  standard of
conduct  set forth in Section 1 hereof.  Any  indemnification  of an employee or
agent of the corporation  under Section 1 hereof (unless ordered by a court) may
be made by the Corporation  upon a  determination  that  indemnification  of the
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable  standard  of  conduct  set  forth  in  Section  1  hereof.  Any such
determination  shall be made (1) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (2) if such a quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders."

                  "Section 4. Advance Payment of Expenses.  Expenses  (including
attorneys'  fees)  incurred  by a director  or officer in  defending  any civil,
criminal,  administrative or investigative  action,  suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding  upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be  indemnified  by the  Corporation  as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of Directors
deems  appropriate.  The Board of  Directors  may  authorize  the  Corporation's
counsel to represent  such director,  officer,  employee or agent in any action,
suit or  proceeding,  whether or not the  Corporation is a party to such action,
suit or proceeding."

                  Section  6.  Survival;   Preservation  of  Other  Rights.  The
foregoing  indemnification  provisions  shall be deemed to be a contract between
the Corporation and each director, officer, employee and agent who serves in any
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions  of the  Delaware  Corporation  Law are in effect  and any  repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit or
proceeding  previously or thereafter  brought or threatened based in whole or in
part upon any such state of facts.  Such a "contract  right" may not be modified
retroactively without the consent of such director, officer, employee or agent.

                  The  indemnification  provided by this Article IX shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any by-law,  agreement, vote of shareholders or disinterested directors or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person."

                  "Section 7.  Insurance.  The  Corporation  shall  purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director or officer of the Corporation, or is or was serving at the request of
the  Corporation as a director or officer of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify  him against such  liability  under the  provisions  of this  Article,
provided  that  such   insurance  is  available  on  acceptable   terms,   which
determination  shall  be made by a vote of a  majority  of the  entire  Board of
Directors."

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 10.

Item 9.           Undertakings

                  (a) Rule  415  Offering.  The  undersigned  Registrant  hereby
undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include  any  Prospectus  required  by section
                  10(a)(3) of the  Securities  Act,  unless the  information  is
                  contained in periodic reports filed by the Registrant pursuant
                  to section 13 or section  15(d) of the  Exchange  Act that are
                  incorporated by reference in the Registration State- ment;

                      (ii) To  reflect  in the  Prospectus  any  facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement,  unless the  information  is  contained in periodic
                  reports  filed by the  Registrant  pursuant  to  section 13 or
                  section  15(d) of the  Exchange Act that are  incorporated  by
                  reference in the Registration Statement;

                   (iii) To include any material information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b)  Subsequent   Exchange  Act  Documents.   The  undersigned
Registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to section  13(a) or section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (c)   Indemnification.    Insofar   as   indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  Registrant  pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  Registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
                                   SIGNATURES


                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the Town of New Hartford, State of New York on the
28th day of September, 1995.

                                               PAR TECHNOLOGY CORPORATION



                                               By: /s/ John W. Sammon, Jr.
                                                   -----------------------------
                                                   John W. Sammon, Jr.
                                                   Chairman of the Board and
                                                      President


                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                                              Title                                 Date
----------                                              -----                                 ----
<S>                                                     <C>                                   <C>
/s/ John W. Sammon, Jr.                                 Chairman of the                       September 28, 1995
-------------------------                               Board and
John W. Sammon, Jr.                                     President
                                                        (Principal
                                                        Executive Officer)
                                                        and Director                                                        
                                     

/s/ Ronald J. Casciano                                  Vice President,                       September 28, 1995
-------------------------                               Chief Financial
Ronald J. Casciano                                      Officer and
                                                        Treasurer
                                                        (Principal
                                                        Financial and
                                                        Accounting
                                                        Officer)                                                        
<PAGE>
<CAPTION>
Signatures                                              Title                                 Date
----------                                              -----                                 ----
<S>                                                     <C>                                   <C>
/s/ Charles A. Constantino                              Executive Vice                        September 28, 1995
--------------------------                              President and                                                        
Charles A. Constantino                                  Director


Sangwoo Ahn                                             Director


/s/ J. Whitney Haney                                    Director                              September 28, 1995
--------------------------
J. Whitney Haney


James C. Castle                                         Director
</TABLE>
<PAGE>
                               Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No.                     Description of Exhibit
-----------                --------------------------------------
<S>                        <C>
4.1                        Amended and Restated Certificate
                           of Incorporation of the Company
                           (incorporated by reference to
                           Exhibit 3(a) to the Company's
                           Registration Statement on Form S-1
                           (Registration No. 32-80077)).

4.2                        Amended By-laws of the Company
                           (incorporated by reference to
                           Exhibit 3(b) to the Company's
                           Registration Statement on Form S-1
                           (Registration No. 32-80077)).

4.3                        Form of Common Stock Certificate
                           (incorporated by reference to
                           Exhibit 4 to the Company's
                           Registration Statement on Form S-1
                           (Registration No. 32-80077)).

5                          Opinion of Gregory T. Cortese.

23.1                       Consent of Price Waterhouse LLP.

23.2                       Consent of Gregory T. Cortese
                           (contained in his opinion filed as
                           Exhibit 5).

99                         PAR Technology Corporation 1995
                           Stock Option Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25081}]
{"company-data": {"conformed-name": "PAR TECHNOLOGY CORP", "cik": "0000708821", "assigned-sic": "3578", "irs-number": "161434688", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63095", "film-number": "95577735"}, "business-address": {"street1": "PAR TECHNOLOGY PARK", "street2": "8383 SENECA TURNPIKE", "city": "NEW HARTFORD", "state": "NY", "zip": "13413", "phone": "3157380600"}}
As filed with the Securities and Exchange Commission on September 29, 1995

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

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

            Delaware                                        16-1434688
-------------------------------                         -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                              PAR Technology Park
                              8383 Seneca Turnpike
                       New Hartford, New York 13413-4991
          -----------------------------------------------------------
          (Address of Principal Executive Offices including Zip Code)

                           PAR Technology Corporation
                             1995 Stock Option Plan
                           --------------------------  
                            (Full title of the Plan)

                               Gregory T. Cortese
                 Vice President, General Counsel and Secretary
                           PAR Technology Corporation
                              PAR Technology Park
                              8383 Seneca Turnpike
                       New Hartford, New York 13413-4991
                                 (315) 738-0600
           ---------------------------------------------------------
           (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=========================================================================================

                                             Proposed      Proposed
                                             maximum       maximum
Title of                                     offering      aggregate        Amount of
securities to               Amount to be     price         per offering     registration
be registered               registered       unit          price            fee
-------------               ------------     --------      ------------     ------------
Common Stock,                 500,000(1)     $9.625(2)     $4,812,500(2)       $1,659.48
par value
$.02 per share

=========================================================================================
(1)      Consists  of shares of Common  Stock to be issued  pursuant  to the PAR
         Technology  Corporation  1995 Stock  Option Plan.  Such  undeterminable
         number  of  additional  shares  as  may  be  issuable  pursuant  to the
         operation  of the  recapitalization  provisions  of the Plan are hereby
         also registered.

(2)      Computed pursuant to Rules 457(h) solely for the purpose of determining
         the registration  fee, based upon an assumed price of $9.625 per share,
         the average of the high and low sale prices of the Registrant's  Common
         Stock,  as reported on the New York Stock  Exchange  on  September  27,
         1995.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this  Registration  Statement are
the following  documents  heretofore  filed by PAR Technology  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities Act of 1933, as amended (the  "Securities  Act") and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

                  (a)      The Company's annual report filed pursuant to
                           sections 13(a) or 15(d) of the Exchange Act;

                  (b)      All other  reports  filed by the Company  pursuant to
                           section  13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year  covered by the annual  report
                           referred to in (a) above; and

                  (c)      The  description of the Company's  Common Stock,  par
                           value $.02 per share (the "Common Stock"),  contained
                           in a registration  statement filed under the Exchange
                           Act,  and  any  amendment  or  report  filed  for the
                           purpose of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining  unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from the dates of filing of such documents.

Item 4.           Description of Securities

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel

                  None.

Item 6.           Indemnification of Directors and Officers

                  Pursuant  to the  provisions  of Section  145 of the  Delaware
General  Corporation Law, every Delaware  corporation has the power to indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he is
or was a director,  officer, employee or agent of any corporation,  partnership,
joint  venture,  trust  or  other  enterprise,  against  any and  all  expenses,
judgments,  fines and amounts  paid in  settlement  and  reasonably  incurred in
connection with such action, suit or proceeding.  The power to indemnify applies
only if such person acted in good faith and in a manner he  reasonably  believed
to be in  the  best  interest,  or not  opposed  to the  best  interest,  of the
corporation  and with  respect  to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

                  The power to indemnify applies to actions brought by or in the
right  of the  corporation  as well,  but  only to the  extent  of  defense  and
settlement  expenses and not to any  satisfaction of a judgment or settlement of
the claim  itself,  and with the  further  limitation  that in such  actions  no
indemnification  shall be made in the event of any adjudication of negligence or
misconduct  unless the court, in its  discretion,  believes that in light of all
the circumstances indemnification should apply.

                  To  the  extent  of  the  persons   referred  to  in  the  two
immediately  preceding  paragraphs  is  successful in the defense of the actions
referred  to  therein,  such person is  entitled,  pursuant  to Section  145, to
indemnification as described above.

                  Article  IX of the  Company's  Amended  By-laws  provides  for
indemnification to officers and directors of the Company as follows:

                  "Section  1.  Nature  of  Indemnity.   The  Corporation  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
is or was or has agreed to become a director or officer of the  Corporation,  or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another Corporation,  partnership,  joint venture, trust
or other  enterprise,  or by reason of any action  alleged to have been taken or
omitted in such capacity,  and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has  agreed to become an  employee  or agent of
the  Corporation,  or is or was serving or has agreed to serve at the request of
the  Corporation  as an employee or agent of another  Corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by him or on his  behalf  in  connection  with  such  action,  suit or
proceeding and any appeal  therefrom,  if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Corporation,  and,  with respect to any  criminal  action or  proceeding  had no
reasonable cause to believe his conduct was unlawful; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its favor (1) such  indemnification  shall be  limited  to  expenses  (including
attorneys' fees) actually and reasonably  incurred by such person in the defense
or settlement of such action or suit, and (2) no  indemnification  shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation  unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the Delaware Court of
Chancery or such other court shall deem proper.

                  The termination of any action, suit or proceeding by judgment,
order  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonably cause to believe that his conduct
was unlawful."

                  "Section 2. Successful Defense. To the extent that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
1 hereof  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith."

                  "Section 3. Determination that  Indemnification is Proper. Any
indemnification  of a director  or officer of the  Corporation  under  Section 1
hereof  (unless  ordered by a court) shall be made by the  Corporation  unless a
determination  is made that  indemnification  of the  director or officer is not
proper in the  circumstances  because he has not met the applicable  standard of
conduct  set forth in Section 1 hereof.  Any  indemnification  of an employee or
agent of the corporation  under Section 1 hereof (unless ordered by a court) may
be made by the Corporation  upon a  determination  that  indemnification  of the
employee  or  agent  is  proper  in the  circumstances  because  he has  met the
applicable  standard  of  conduct  set  forth  in  Section  1  hereof.  Any such
determination  shall be made (1) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (2) if such a quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders."

                  "Section 4. Advance Payment of Expenses.  Expenses  (including
attorneys'  fees)  incurred  by a director  or officer in  defending  any civil,
criminal,  administrative or investigative  action,  suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding  upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be  indemnified  by the  Corporation  as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of Directors
deems  appropriate.  The Board of  Directors  may  authorize  the  Corporation's
counsel to represent  such director,  officer,  employee or agent in any action,
suit or  proceeding,  whether or not the  Corporation is a party to such action,
suit or proceeding."

                  Section  6.  Survival;   Preservation  of  Other  Rights.  The
foregoing  indemnification  provisions  shall be deemed to be a contract between
the Corporation and each director, officer, employee and agent who serves in any
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions  of the  Delaware  Corporation  Law are in effect  and any  repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit or
proceeding  previously or thereafter  brought or threatened based in whole or in
part upon any such state of facts.  Such a "contract  right" may not be modified
retroactively without the consent of such director, officer, employee or agent.

                  The  indemnification  provided by this Article IX shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any by-law,  agreement, vote of shareholders or disinterested directors or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person."

                  "Section 7.  Insurance.  The  Corporation  shall  purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director or officer of the Corporation, or is or was serving at the request of
the  Corporation as a director or officer of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify  him against such  liability  under the  provisions  of this  Article,
provided  that  such   insurance  is  available  on  acceptable   terms,   which
determination  shall  be made by a vote of a  majority  of the  entire  Board of
Directors."

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 10.

Item 9.           Undertakings

                  (a) Rule  415  Offering.  The  undersigned  Registrant  hereby
undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i) To include  any  Prospectus  required  by section
                  10(a)(3) of the  Securities  Act,  unless the  information  is
                  contained in periodic reports filed by the Registrant pursuant
                  to section 13 or section  15(d) of the  Exchange  Act that are
                  incorporated by reference in the Registration State- ment;

                      (ii) To  reflect  in the  Prospectus  any  facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement,  unless the  information  is  contained in periodic
                  reports  filed by the  Registrant  pursuant  to  section 13 or
                  section  15(d) of the  Exchange Act that are  incorporated  by
                  reference in the Registration Statement;

                   (iii) To include any material information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b)  Subsequent   Exchange  Act  Documents.   The  undersigned
Registrant  hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to section  13(a) or section 15(d) of the Exchange Act (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (c)   Indemnification.    Insofar   as   indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the  Registrant  pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange  Commission such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  Registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized, in the Town of New Hartford, State of New York on the
28th day of September, 1995.

                                               PAR TECHNOLOGY CORPORATION

                                               By: /s/ John W. Sammon, Jr.
                                                   -----------------------------
                                                   John W. Sammon, Jr.
                                                   Chairman of the Board and
                                                      President

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signatures                                              Title                                 Date
----------                                              -----                                 ----
/s/ John W. Sammon, Jr.                                 Chairman of the                       September 28, 1995
-------------------------                               Board and
John W. Sammon, Jr.                                     President
                                                        (Principal
                                                        Executive Officer)
                                                        and Director                                                        
                                     

/s/ Ronald J. Casciano                                  Vice President,                       September 28, 1995
-------------------------                               Chief Financial
Ronald J. Casciano                                      Officer and
                                                        Treasurer
                                                        (Principal
                                                        Financial and
                                                        Accounting
                                                        Officer)
Signatures                                              Title                                 Date
----------                                              -----                                 ----
/s/ Charles A. Constantino                              Executive Vice                        September 28, 1995
--------------------------                              President and                                                        
Charles A. Constantino                                  Director

Sangwoo Ahn                                             Director

/s/ J. Whitney Haney                                    Director                              September 28, 1995
--------------------------
J. Whitney Haney

James C. Castle                                         Director
Index to Exhibits
Exhibit No.                     Description of Exhibit
-----------                --------------------------------------
4.1                        Amended and Restated Certificate
                           of Incorporation of the Company
                           (incorporated by reference to
                           Exhibit 3(a) to the Company's
                           Registration Statement on Form S-1
                           (Registration No. 32-80077)).

4.2                        Amended By-laws of the Company
                           (incorporated by reference to
                           Exhibit 3(b) to the Company's
                           Registration Statement on Form S-1
                           (Registration No. 32-80077)).

4.3                        Form of Common Stock Certificate
                           (incorporated by reference to
                           Exhibit 4 to the Company's
                           Registration Statement on Form S-1
                           (Registration No. 32-80077)).

5                          Opinion of Gregory T. Cortese.

23.1                       Consent of Price Waterhouse LLP.

23.2                       Consent of Gregory T. Cortese
                           (contained in his opinion filed as
                           Exhibit 5).

99                         PAR Technology Corporation 1995
                           Stock Option Plan.