As filed with the Securities and Exchange Commission on September 28, 2006.

                                                          Registration No. 333-




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C., 20549
                               [GRAPHIC OMITTED]



                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               [GRAPHIC OMITTED]


                           PAR TECHNOLOGY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
                               [GRAPHIC OMITTED]



           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, NY 13413-4991
                    (Address of Principal Executive Offices)

              PAR TECHNOLOGY CORPORATION 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                               [GRAPHIC OMITTED]



                               John W. Sammon, Jr.
                  Chairman of the Board, President and Director
                               PAR TECHNOLOGY PARK
                              8383 Seneca Turnpike
                           New Hartford, NY 13413-4991
                                 (315) 738-0600
                     (Name and Address of Agent for Service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
  Title of Each Class of         Amount To Be           Proposed Maximum         Proposed Maximum      Amount of Registration
     Securities To Be            Registered(1)         Offering Price Per       Aggregate Offering               Fee
        Registered                                          Share (2)                Price(2)
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S>                               <C>                         <C>                   <C>                        <C>
Common Stock, $.02 par             1,000,000                  $9.20                 $9,200,000                 $984.40
value
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Total:                             1,000,000                  $9.20                 $9,200,000                 $984.40
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------

</TABLE>

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this  Registration
Statement  shall  also cover any  additional  shares of Common  Stock  which are
issued or become issuable upon exercise of options granted under the 2005 Equity
Incentive Plan by reason of any stock dividend, stock split, recapitalization or
other similar change.

<PAGE>

(2) Estimated  solely for purposes of determining the  registration fee pursuant
to Rules 457(c),  457(h)(1) and 457(h)(3)  under the  Securities Act of 1933, as
amended,  on the  basis  of the  average  of the  high  and low  prices  for the
Registrant's  Common  Stock on September  25, 2006,  as reported on the New York
Stock Exchange.
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 1.  Plan Information.


     The documents  containing the information  specified in this Item 1 will be
sent or given to employees,  directors,  consultants  and others as specified by
Rule  428(b)(1).  In accordance with the rules and regulations of the Securities
and Exchange  Commission (the  "Commission")  and the  instructions to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


Item 2.  Registrant Information and Employee Plan Annual Information


     The documents  containing the information  specified in this Item 2 will be
sent or given to employees,  directors,  consultants  and others as specified by
Rule  428(b)(1).  In accordance with the rules and regulations of the Commission
and the  instructions  to Form S-8, such  documents are not being filed with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.


Item 3.  Incorporation of Documents by Reference.


     The following  documents  filed with the  Commission by the  Registrant are
incorporated by reference into this Registration Statement:

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2005.
     (2)  The  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ended March 31, 2006 and June 30, 2006.
     (3)  The  Registrant's  Current Reports on Form 8-K filed by the Registrant
          on January 3, February 6 and April 3, 2006.
     (4)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-B filed on August 23,
          1993,  pursuant to Section  12(g) of the  Securities  Exchange  Act of
          1934, as amended (the "Exchange Act").


     All  reports  and  other  documents  filed by the  Registrant  pursuant  to
Sections 13(a),  13(c),  14 and 15(d) of the Exchange,  after the filing of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
that indicates that all  securities  offered have been sold or that  deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the filing of such reports and documents.  Any statement in a document all or
a portion of which is  incorporated  or deemed to be  incorporated  by reference
into this  Registration  Statement  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document that also is incorporated by reference into this Registration Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


Item 4. Description of Securities.


     Not applicable.


Item 5. Interests of Named Experts and Counsel.


     Not applicable.

<PAGE>
Item 6. Indemnification of Directors and Officers.

     The Registrant's  Certificate of Incorporation,  as amended,  provides that
the Registrant  shall, to the fullest extent  permitted  under Delaware  General
Corporation Law, indemnify all of the Registrant's directors,  except in certain
circumstances  involving  wrongful  acts,  such  as (a) for  any  breach  of the
director's duty of loyalty to the Registrant or its  stockholders,  (b) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law,  (c)  under  Section  174 of the  Delaware  General
Corporation  Law, or (d) for any transaction  from which the director derived an
improper personal benefit.

     In addition,  the  Registrant's  Bylaws  require it to indemnify any of its
directors,  officers,  employees or agents against all expenses and  liabilities
reasonably  incurred by him or her in connection  with any legal action in which
such person is involved  by reason of his or her  position  with us unless it is
determined  that he or she did not act in good  faith in the  reasonable  belief
that  his  or  her  action  was  in  the   Registrant's   best  interest.   Such
indemnification  shall include payment by the Registrant of expenses incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding, upon its receipt of the undertaking of
the person  indemnified to repay such payment if such person shall ultimately be
determined not to be entitled to such  indemnification.  The Registrant's Bylaws
require it to maintain,  and it does so maintain,  an insurance  policy insuring
its directors and officers against liabilities.

     The Registrant has obtained  director and officer  liability  insurance for
the  benefit of its  directors  and  officers  that  insures its  directors  and
officers  against  certain losses and insures the Registrant  against certain of
its obligations to indemnify such directors and officers.


Item 7. Exemption from Registration Claimed.


     Not applicable.


<PAGE>



Item 8. Exhibits.


Exhibit       Description
--------------------------------------------------------------------------------

3.1  Certificate  of  Incorporation,  as amended,  of the  Registrant  (filed as
     Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 2006 and incorporated herein by reference).
--------------------------------------------------------------------------------

3.2  Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Company's
     Registration  Statement on Form S-2 (No. 333-04077) and incorporated herein
     by reference).
--------------------------------------------------------------------------------

4.1  Specimen  certificate for shares of the Registrant's Common Stock (filed as
     Exhibit  4 to  the  Company's  Registration  Statement  on  Form  S-2  (No.
     333-04077)      and      incorporated       herein      by      reference).
--------------------------------------------------------------------------------

4.2  2005 Equity Incentive Plan as amended.
--------------------------------------------------------------------------------

4.3  Form of Stock Option Award Agreement.
--------------------------------------------------------------------------------

4.4  Form of Restricted Stock Award Agreement.
--------------------------------------------------------------------------------

5.1  Opinion of Brown Rudnick Berlack Israels LLP.
--------------------------------------------------------------------------------

23.1 Consent of Brown Rudnick Berlack Israels LLP (contained in Exhibit 5.1).
--------------------------------------------------------------------------------

23.2 Consent of KPMG LLP.
--------------------------------------------------------------------------------

24   Power  of  Attorney  (included  as  part  of the  signature  page  of  this
     Registration Statement).
--------------------------------------------------------------------------------

Item 9. Undertakings.


     (a)  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 of 1933;


               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this 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 this  Registration
                    Statement; and


              (iii) to include any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;
<PAGE>

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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  that remain
               unsold at the termination of the offering.


     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 Act and will be governed by the final adjudication of
such issue.

<PAGE>




                                   SIGNATURES

     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, 2006.

                                 PAR TECHNOLOGY CORPORATION


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



<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the person whose  signature  appears
below  constitutes and appoints  Ronald J. Casciano and Charles A.  Constantino,
and each of them singly, his or her true and lawful  attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     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 date indicated.

<TABLE>
<CAPTION>

      Signature                          Title                                                    Date


<S>                                <C>                                                      <C>
/s/ John W. Sammon, Jr.            Chairman of the Board and President                      September 27, 2006
-----------------------
John W. Sammon, Jr.                (Principal Executive Officer) and Director

/s/ Charles A. Constantino         Executive Vice President and Director                    September 27, 2006
--------------------------
Charles A. Constantino

/s/ Ronald J. Casciano             Vice President, Chief Financial Officer and Treasurer    September 27, 2006
----------------------             (Principal Financial and Accounting Officer)
Ronald J. Casciano

/s/ Paul D. Nielsen                Director                                                 September 27, 2006
-------------------
Paul D. Nielsen

/s/ Sangwoo Ahn                    Director                                                 September 27, 2006
----------------
Sangwoo Ahn

/s/ James A. Simms                 Director                                                 September 27, 2006
------------------
James A. Simms

/s/ Kevin R. Jost                  Director                                                 September 27, 2006
-----------------
Kevin R. Jost

</TABLE>



<PAGE>



                           PAR TECHNOLOGY CORPORATION


                                INDEX TO EXHIBITS

--------------------------------------------------------------------------------
Exhibit          Description
--------------------------------------------------------------------------------

3.1  Certificate  of  Incorporation,  as amended,  of the  Registrant  (filed as
     Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 2006 and incorporated herein by reference).
--------------------------------------------------------------------------------

3.2  Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Company's
     Registration  Statement on Form S-2 (No. 333-04077) and incorporated herein
     by reference).
--------------------------------------------------------------------------------

4.1  Specimen  certificate for shares of the Registrant's Common Stock (filed as
     Exhibit  4 to  the  Company's  Registration  Statement  on  Form  S-2  (No.
     333-04077) and incorporated herein by reference).
--------------------------------------------------------------------------------

4.2  2005 Equity Incentive Plan as amended.
--------------------------------------------------------------------------------

4.3  Form of Stock Option Award Agreement.
--------------------------------------------------------------------------------

4.4  Form of Restricted Stock Award Agreement.
--------------------------------------------------------------------------------

5.1  Opinion of Brown Rudnick Berlack Israels LLP.
--------------------------------------------------------------------------------

23.1 Consent of Brown Rudnick Berlack Israels LLP (contained in Exhibit 5.1).
--------------------------------------------------------------------------------

23.2 Consent of KPMG LLP.
--------------------------------------------------------------------------------

24   Power  of  Attorney  (included  as  part  of the  signature  page  of  this
     Registration Statement).
--------------------------------------------------------------------------------

<PAGE>



                                                                 EXHIBIT 5.1

September 27, 2006




PAR Technology Corporation
PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY  13413-4991

Ladies and Gentlemen:


     PAR Technology  Corporation,  a Delaware  corporation (the "Company"),  has
filed  with  the  Securities  and  Exchange   Commission  (the  "Commission")  a
Registration  Statement on Form S-8 (the  "Registration  Statement"),  under the
Securities Act of 1933, as amended (the  "Securities  Act").  Such  Registration
Statement  relates  to shares of  Common  Stock par value  $.02 per share of the
Company under the 2005 Equity  Incentive  Plan of the Company (the "2005 Plan").
We have acted as counsel to the Company in connection  with the  preparation and
filing of the Registration Statement.

     In connection with the Registration Statement, we have examined, considered
and relied upon copies of the following documents: (1) the Company's Certificate
of Incorporation,  as amended,  and the Company's Bylaws;  (2) the 2005 Plan and
(3) certified board and shareholder resolutions of the Company.

     Our opinion is limited to the laws of The  Commonwealth  of  Massachusetts,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
shares of Common  Stock of the  Company  proposed  to be issued  pursuant to the
terms of the  2005  Plan  (and  the  terms  of any  agreement  relating  to such
issuance),  will be upon receipt of the  consideration  provided for in the 2005
Plan,  validly issued,  fully paid and  nonassessable  upon the issuance of such
shares in accordance with the terms of the 2005 Plan.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.


                                Very truly yours,


                                /s/ Brown Rudnick Berlack Israels LLP
                                -------------------------------------
                                BROWN RUDNICK BERLACK ISRAELS LLP




<PAGE>



                                                                  EXHIBIT 23.2


            Consent of Independent Registered Public Accounting Firm



The Board of Directors
PAR Technology Corporation:


We consent to the use of our reports  dated March 10, 2006,  with respect to the
consolidated  balance  sheets of PAR  Technology  Corporation as of December 31,
2005 and 2004, and the related consolidated statements of income,  comprehensive
income, changes in shareholders' equity, and cash flows for each of the years in
the three-year  period ended December 31, 2005, and  management's  assessment of
the  effectiveness of internal  control over financial  reporting as of December
31, 2005 and the  effectiveness of internal control over financial  reporting as
of December 31, 2005, incorporated herein by reference.

Our report dated March 10, 2006 on management's  assessment of the effectiveness
of internal control over financial  reporting and the  effectiveness of internal
control  over  financial   reporting  as  of  December  31,  2005,  contains  an
explanatory paragraph that states PAR Technology Corporation acquired PixelPoint
Technologies,  Inc.  on  October  4,  2005,  and  management  excluded  from its
assessment of the effectiveness of PAR Technology Corporation's internal control
over  financial  reporting  as of December 31,  2005,  PixelPoint  Technologies,
Inc.'s internal control over financial  reporting  associated with total assets,
net revenues,  and income from continuing operations before provision for income
taxes  comprising 6.1%,  0.4%, and 1.7% of the  consolidated  total assets,  net
revenues,  and income from  continuing  operations  before  provision for income
taxes of PAR  Technology  Corporation  and  subsidiaries  as of and for the year
ended December 31, 2005. Our audit of internal control over financial  reporting
of PAR  Technology  Corporation  also  excluded an  evaluation  of the  internal
control over financial reporting of PixelPoint Technologies, Inc.




/s/KPMG LLP
-----------------
KPMG LLP



Syracuse, New York
September 27, 2006
[{"type": "S-8", "sequence": "1", "filename": "s805plan.txt", "description": "FORM S-8 2005 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 25227}]
{"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": "333-137647", "film-number": "061114432"}, "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 28, 2006.

                                                          Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C., 20549
                               [GRAPHIC OMITTED]

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               [GRAPHIC OMITTED]

                           PAR TECHNOLOGY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
                               [GRAPHIC OMITTED]

           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, NY 13413-4991
                    (Address of Principal Executive Offices)

              PAR TECHNOLOGY CORPORATION 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                               [GRAPHIC OMITTED]

                               John W. Sammon, Jr.
                  Chairman of the Board, President and Director
                               PAR TECHNOLOGY PARK
                              8383 Seneca Turnpike
                           New Hartford, NY 13413-4991
                                 (315) 738-0600
                     (Name and Address of Agent for Service)
CALCULATION OF REGISTRATION FEE

--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
  Title of Each Class of         Amount To Be           Proposed Maximum         Proposed Maximum      Amount of Registration
     Securities To Be            Registered(1)         Offering Price Per       Aggregate Offering               Fee
        Registered                                          Share (2)                Price(2)
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Common Stock, $.02 par             1,000,000                  $9.20                 $9,200,000                 $984.40
value
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
Total:                             1,000,000                  $9.20                 $9,200,000                 $984.40
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this  Registration
Statement  shall  also cover any  additional  shares of Common  Stock  which are
issued or become issuable upon exercise of options granted under the 2005 Equity
Incentive Plan by reason of any stock dividend, stock split, recapitalization or
other similar change.
(2) Estimated  solely for purposes of determining the  registration fee pursuant
to Rules 457(c),  457(h)(1) and 457(h)(3)  under the  Securities Act of 1933, as
amended,  on the  basis  of the  average  of the  high  and low  prices  for the
Registrant's  Common  Stock on September  25, 2006,  as reported on the New York
Stock Exchange.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  Plan Information.

     The documents  containing the information  specified in this Item 1 will be
sent or given to employees,  directors,  consultants  and others as specified by
Rule  428(b)(1).  In accordance with the rules and regulations of the Securities
and Exchange  Commission (the  "Commission")  and the  instructions to Form S-8,
such  documents are not being filed with the  Commission  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

Item 2.  Registrant Information and Employee Plan Annual Information

     The documents  containing the information  specified in this Item 2 will be
sent or given to employees,  directors,  consultants  and others as specified by
Rule  428(b)(1).  In accordance with the rules and regulations of the Commission
and the  instructions  to Form S-8, such  documents are not being filed with the
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed with the  Commission by the  Registrant are
incorporated by reference into this Registration Statement:

     (1)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2005.
     (2)  The  Registrant's  Quarterly  Reports  on Form 10-Q for the  quarterly
          periods ended March 31, 2006 and June 30, 2006.
     (3)  The  Registrant's  Current Reports on Form 8-K filed by the Registrant
          on January 3, February 6 and April 3, 2006.
     (4)  The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-B filed on August 23,
          1993,  pursuant to Section  12(g) of the  Securities  Exchange  Act of
          1934, as amended (the "Exchange Act").

     All  reports  and  other  documents  filed by the  Registrant  pursuant  to
Sections 13(a),  13(c),  14 and 15(d) of the Exchange,  after the filing of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
that indicates that all  securities  offered have been sold or that  deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of the filing of such reports and documents.  Any statement in a document all or
a portion of which is  incorporated  or deemed to be  incorporated  by reference
into this  Registration  Statement  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  in this  Registration  Statement or in any other  subsequently  filed
document that also is incorporated by reference into this Registration Statement
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.
Item 6. Indemnification of Directors and Officers.

     The Registrant's  Certificate of Incorporation,  as amended,  provides that
the Registrant  shall, to the fullest extent  permitted  under Delaware  General
Corporation Law, indemnify all of the Registrant's directors,  except in certain
circumstances  involving  wrongful  acts,  such  as (a) for  any  breach  of the
director's duty of loyalty to the Registrant or its  stockholders,  (b) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of  law,  (c)  under  Section  174 of the  Delaware  General
Corporation  Law, or (d) for any transaction  from which the director derived an
improper personal benefit.

     In addition,  the  Registrant's  Bylaws  require it to indemnify any of its
directors,  officers,  employees or agents against all expenses and  liabilities
reasonably  incurred by him or her in connection  with any legal action in which
such person is involved  by reason of his or her  position  with us unless it is
determined  that he or she did not act in good  faith in the  reasonable  belief
that  his  or  her  action  was  in  the   Registrant's   best  interest.   Such
indemnification  shall include payment by the Registrant of expenses incurred in
defending  a civil or  criminal  action or  proceeding  in  advance of the final
disposition of such action or proceeding, upon its receipt of the undertaking of
the person  indemnified to repay such payment if such person shall ultimately be
determined not to be entitled to such  indemnification.  The Registrant's Bylaws
require it to maintain,  and it does so maintain,  an insurance  policy insuring
its directors and officers against liabilities.

     The Registrant has obtained  director and officer  liability  insurance for
the  benefit of its  directors  and  officers  that  insures its  directors  and
officers  against  certain losses and insures the Registrant  against certain of
its obligations to indemnify such directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.
Item 8. Exhibits.

Exhibit       Description
--------------------------------------------------------------------------------

3.1  Certificate  of  Incorporation,  as amended,  of the  Registrant  (filed as
     Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 2006 and incorporated herein by reference).
--------------------------------------------------------------------------------

3.2  Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Company's
     Registration  Statement on Form S-2 (No. 333-04077) and incorporated herein
     by reference).
--------------------------------------------------------------------------------

4.1  Specimen  certificate for shares of the Registrant's Common Stock (filed as
     Exhibit  4 to  the  Company's  Registration  Statement  on  Form  S-2  (No.
     333-04077)      and      incorporated       herein      by      reference).
--------------------------------------------------------------------------------

4.2  2005 Equity Incentive Plan as amended.
--------------------------------------------------------------------------------

4.3  Form of Stock Option Award Agreement.
--------------------------------------------------------------------------------

4.4  Form of Restricted Stock Award Agreement.
--------------------------------------------------------------------------------

5.1  Opinion of Brown Rudnick Berlack Israels LLP.
--------------------------------------------------------------------------------

23.1 Consent of Brown Rudnick Berlack Israels LLP (contained in Exhibit 5.1).
--------------------------------------------------------------------------------

23.2 Consent of KPMG LLP.
--------------------------------------------------------------------------------

24   Power  of  Attorney  (included  as  part  of the  signature  page  of  this
     Registration Statement).
--------------------------------------------------------------------------------

Item 9. Undertakings.

     (a)  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 of 1933;

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this 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 this  Registration
                    Statement; and

              (iii) to include any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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  that remain
               unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     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, 2006.

                                 PAR TECHNOLOGY CORPORATION

                                 By:    /s/John W. Sammon, Jr.
                                       -------------------------------------
                                       John W. Sammon, Jr.
                                       President, Chief Executive Officer and
                                       Chairman of the Board of Directors
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the person whose  signature  appears
below  constitutes and appoints  Ronald J. Casciano and Charles A.  Constantino,
and each of them singly, his or her true and lawful  attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her  name,  place  and  stead,  in any and all  capacities,  to sign  any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     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 date indicated.
Signature                          Title                                                    Date
/s/ John W. Sammon, Jr.            Chairman of the Board and President                      September 27, 2006
-----------------------
John W. Sammon, Jr.                (Principal Executive Officer) and Director

/s/ Charles A. Constantino         Executive Vice President and Director                    September 27, 2006
--------------------------
Charles A. Constantino

/s/ Ronald J. Casciano             Vice President, Chief Financial Officer and Treasurer    September 27, 2006
----------------------             (Principal Financial and Accounting Officer)
Ronald J. Casciano

/s/ Paul D. Nielsen                Director                                                 September 27, 2006
-------------------
Paul D. Nielsen

/s/ Sangwoo Ahn                    Director                                                 September 27, 2006
----------------
Sangwoo Ahn

/s/ James A. Simms                 Director                                                 September 27, 2006
------------------
James A. Simms

/s/ Kevin R. Jost                  Director                                                 September 27, 2006
-----------------
Kevin R. Jost
PAR TECHNOLOGY CORPORATION

                                INDEX TO EXHIBITS

--------------------------------------------------------------------------------
Exhibit          Description
--------------------------------------------------------------------------------

3.1  Certificate  of  Incorporation,  as amended,  of the  Registrant  (filed as
     Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter
     ended June 30, 2006 and incorporated herein by reference).
--------------------------------------------------------------------------------

3.2  Bylaws of the Registrant, as amended (filed as Exhibit 3.3 to the Company's
     Registration  Statement on Form S-2 (No. 333-04077) and incorporated herein
     by reference).
--------------------------------------------------------------------------------

4.1  Specimen  certificate for shares of the Registrant's Common Stock (filed as
     Exhibit  4 to  the  Company's  Registration  Statement  on  Form  S-2  (No.
     333-04077) and incorporated herein by reference).
--------------------------------------------------------------------------------

4.2  2005 Equity Incentive Plan as amended.
--------------------------------------------------------------------------------

4.3  Form of Stock Option Award Agreement.
--------------------------------------------------------------------------------

4.4  Form of Restricted Stock Award Agreement.
--------------------------------------------------------------------------------

5.1  Opinion of Brown Rudnick Berlack Israels LLP.
--------------------------------------------------------------------------------

23.1 Consent of Brown Rudnick Berlack Israels LLP (contained in Exhibit 5.1).
--------------------------------------------------------------------------------

23.2 Consent of KPMG LLP.
--------------------------------------------------------------------------------

24   Power  of  Attorney  (included  as  part  of the  signature  page  of  this
     Registration Statement).
--------------------------------------------------------------------------------
EXHIBIT 5.1

September 27, 2006

PAR Technology Corporation
PAR Technology Park
8383 Seneca Turnpike
New Hartford, NY  13413-4991

Ladies and Gentlemen:

     PAR Technology  Corporation,  a Delaware  corporation (the "Company"),  has
filed  with  the  Securities  and  Exchange   Commission  (the  "Commission")  a
Registration  Statement on Form S-8 (the  "Registration  Statement"),  under the
Securities Act of 1933, as amended (the  "Securities  Act").  Such  Registration
Statement  relates  to shares of  Common  Stock par value  $.02 per share of the
Company under the 2005 Equity  Incentive  Plan of the Company (the "2005 Plan").
We have acted as counsel to the Company in connection  with the  preparation and
filing of the Registration Statement.

     In connection with the Registration Statement, we have examined, considered
and relied upon copies of the following documents: (1) the Company's Certificate
of Incorporation,  as amended,  and the Company's Bylaws;  (2) the 2005 Plan and
(3) certified board and shareholder resolutions of the Company.

     Our opinion is limited to the laws of The  Commonwealth  of  Massachusetts,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
shares of Common  Stock of the  Company  proposed  to be issued  pursuant to the
terms of the  2005  Plan  (and  the  terms  of any  agreement  relating  to such
issuance),  will be upon receipt of the  consideration  provided for in the 2005
Plan,  validly issued,  fully paid and  nonassessable  upon the issuance of such
shares in accordance with the terms of the 2005 Plan.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                Very truly yours,

                                /s/ Brown Rudnick Berlack Israels LLP
                                -------------------------------------
                                BROWN RUDNICK BERLACK ISRAELS LLP
EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
PAR Technology Corporation:

We consent to the use of our reports  dated March 10, 2006,  with respect to the
consolidated  balance  sheets of PAR  Technology  Corporation as of December 31,
2005 and 2004, and the related consolidated statements of income,  comprehensive
income, changes in shareholders' equity, and cash flows for each of the years in
the three-year  period ended December 31, 2005, and  management's  assessment of
the  effectiveness of internal  control over financial  reporting as of December
31, 2005 and the  effectiveness of internal control over financial  reporting as
of December 31, 2005, incorporated herein by reference.

Our report dated March 10, 2006 on management's  assessment of the effectiveness
of internal control over financial  reporting and the  effectiveness of internal
control  over  financial   reporting  as  of  December  31,  2005,  contains  an
explanatory paragraph that states PAR Technology Corporation acquired PixelPoint
Technologies,  Inc.  on  October  4,  2005,  and  management  excluded  from its
assessment of the effectiveness of PAR Technology Corporation's internal control
over  financial  reporting  as of December 31,  2005,  PixelPoint  Technologies,
Inc.'s internal control over financial  reporting  associated with total assets,
net revenues,  and income from continuing operations before provision for income
taxes  comprising 6.1%,  0.4%, and 1.7% of the  consolidated  total assets,  net
revenues,  and income from  continuing  operations  before  provision for income
taxes of PAR  Technology  Corporation  and  subsidiaries  as of and for the year
ended December 31, 2005. Our audit of internal control over financial  reporting
of PAR  Technology  Corporation  also  excluded an  evaluation  of the  internal
control over financial reporting of PixelPoint Technologies, Inc.

/s/KPMG LLP
-----------------
KPMG LLP

Syracuse, New York
September 27, 2006