As filed with the Securities and Exchange Commission on October 19, 2004
                            Registration No. 333-____

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

                       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 Identification No.)
 Incorporation or Organization)

                               PAR Technology Park
                              8383 Seneca Turnpike
                           New Hartford, NY 13413-4991
                    (Address of Principal Executive Offices)
                              --------------------

          PAR Technology Corporation 1995 Stock Option Plan, as amended
                            (Full Title of the Plan)
                              --------------------

                          Gregory T. Cortese, Secretary
                               PAR Technology Park
                              8383 Seneca Turnpike
                           New Hartford, NY 13413-4991
                     (Name and Address of Agent For Service)

                                 (315) 738-0600
          (Telephone Number, Including Area Code, of Agent For Service)
                              --------------------
                                   Copies to:

                              Kathy A. Fields, Esq.
                         Testa, Hurwitz & Thibeault, LLP
                                 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

<PAGE>


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

                         CALCULATION OF REGISTRATION FEE

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

<TABLE>
<CAPTION>

                                               Proposed Maximum      Proposed Maximum
Title of Securities to       Amount to be      Offering Price Per   Aggregate Offering        Amount of
   be Registered              Registered            Share                 Price(1)         Registration Fee
   -------------              ----------      ----------------      ------------------     ----------------

PAR Technology Corporation 1995 Stock Option Plan, as amended

Options Granted

<S>                          <C>                   <C>                   <C>                   <C>
Common Stock, $.02 par
value (2)                     94,758 shares        $ 1.8750              $177,671              $22.51
                              43,925 shares        $ 2.1500               $94,439              $11.97
                              59,000 shares        $ 2.5750              $151,925              $19.25
                              65,455 shares        $ 2.6250              $171,819              $21.77
                              84,000 shares        $ 3.0000              $252,000              $31.93
                             227,500 shares        $ 3.0625              $696,719              $88.27
                              15,300 shares        $ 3.8438               $58,810               $7.45
                                 600 shares        $ 3.9688               $ 2,381               $0.30
                                 300 shares        $ 4.4688               $ 1,341               $0.17
                               2,000 shares        $ 4.5938               $ 9,188               $1.16
                              41,600 shares        $ 4.6250              $192,400              $24.38
                              90,856 shares        $ 4.7500              $431,566              $54.68
                              60,000 shares        $ 4.8250              $289,500              $36.68
                              15,000 shares        $ 4.9950               $74,925               $9.49
                              10,000 shares        $ 5.4375              $ 54,375               $6.89
                               8,500 shares        $ 5.8900              $ 50,065               $6.34
                              65,000 shares        $ 7.8500              $510,250              $64.65
                               2,356 shares        $10.0450              $ 23,666               $3.00

Options Reserved for Grant

Common Stock, $.02 par       613,850 shares        $ 8.990            $5,518,512             $699.20
value (3)                    --------------        -------            ----------             -------


         Total:            1,500,000 shares           --               $8,761,552           $1,110.09
                           ================        ========            ==========           =========
</TABLE>


     (1) This  Registration  Statement shall also cover any additional shares of
Common Stock that become issuable upon exercise of options granted under the PAR
Technology  Corporation 1995 Stock Option Plan, as amended (the "1995 Plan"), by
reason of any stock  dividend,  stock split,  recapitalization  or other similar
transaction  effected without the receipt of  consideration  which results in an
increase  in the  number  of the  outstanding  shares  of  Common  Stock  of PAR
Technology Corporation.
<PAGE>

     (2)  Based  on  options  to  purchase  886,150  shares  of  PAR  Technology
Corporation's  Common Stock  granted as of October 12, 2004 under the 1995 Plan.
All of such shares are  issuable  upon the  exercise of  outstanding  options to
purchase the number of shares at the exercise  price listed  above.  Pursuant to
Rule 457(h)(1), the aggregate offering price and the fee have been computed upon
the basis of the price at which the options may be exercised.

     (3) None of such shares are subject to  outstanding  options.  The exercise
price of such options  shall be  determined  at the time of grant.  Accordingly,
pursuant to Rule 457(h)(1),  the price of $9.075 per share, which is the average
of the high and low prices  reported  on the New York Stock  Exchange on October
14, 2004, is set forth solely for purposes of calculating the filing fee.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The documents  containing the information  specified in this Item 1 will be
sent or  given  to  employees,  officers  and  directors  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. Registration Information and Employee Plan Annual Information.

     The documents  containing the information  specified in this Item 2 and the
documents  incorporated  by  reference  into  Item 3 of  Part II  hereof  (which
documents are incorporated by reference in the Section 10(a) prospectus) will be
sent or  given  to  employees,  officers  and  directors  as  specified  by Rule
428(b)(1)  free of charge upon  written or oral  request to Ronald J.  Casciano,
Vice  President,   Chief  Financial   Officer  and  Treasurer,   PAR  Technology
Corporation,  PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413,
(315)  738-0600.  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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by PAR Technology  Corporation (the "Company"
or the "Registrant") with 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"), are incorporated by reference in this Registration
Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-K/A  for the year  ended
          December 31, 2003, filed with the Commission pursuant to Section 13(a)
          of the Exchange Act on March 30, 2004; and

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the Quarter ended
          March 31, 2004, filed with the commission pursuant to Section 13(a) of
          the Exchange Act on May 14, 2004.

     (c)  The  Registrant's  Quarterly Report on Form 10-Q for the Quarter ended
          June 30, 2004, filed with the Commission  pursuant to Section 13(a) of
          the Exchange Act on August 11, 2004.

     (d)  The section entitled  "Description of New PAR Capital Stock" contained
          in Exhibit 28 to the Registrant's  Registration Statement on Form 8-B,
          filed with the  Commission  pursuant to Section  12(g) of the Exchange
          Act on August 23, 1993.

     All documents  subsequently  filed with the  Commission  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  that  indicates  that all securities
offered herein have been sold or which 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 filing such documents.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interest of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

     Our Certificate of  Incorporation,  as amended,  provides that we shall, to
the fullest extent permitted under Delaware General  Corporation Law,  indemnify
all of our directors,  except in certain circumstances  involving wrongful acts,
such  as (a) for any  breach  of the  director's  duty of  loyalty  to us 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,  our By-Laws  require us to indemnify  any of our  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 our best interest.  Such indemnification shall include payment
by us of expenses incurred in defending a civil or criminal action or proceeding
in advance  of the final  disposition  of such  action or  proceeding,  upon our
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.  Our By-Laws require us to maintain,  and we do so maintain, an
insurance policy insuring our directors and officers against liabilities.

     We have obtained director and officer  liability  insurance for the benefit
of our directors  and officers  that insures our directors and officers  against
certain  losses and insures us against  certain of our  obligations to indemnify
such directors and officers.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

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

     4.1  Certificate of Incorporation,  as amended, of the Registrant (filed as
          Exhibit 3.1 to the Company's  Registration  Statement on Form S-2 (No.
          333-04077) and incorporated herein by reference)

     4.2  Certificate of Amendment to the  Certificate of  Incorporation  of the
          Registrant  (filed  as  Exhibit  3.2  to  the  Company's  Registration
          Statement  on Form S-2 (No.  333-04077)  and  incorporated  herein  by
          reference)

     4.3  By-laws 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)

     4.4  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)

     4.5  1995 Plan (filed as Exhibit 99 to the Company's Registration Statement
          on Form S-8 (No. 033-63095) and incorporated herein by reference)

     4.6  Amendment No. 1 to the 1995 Plan

     4.7  Amendment No. 2 to the 1995 Plan

     5    Opinion of Testa, Hurwitz & Thibeault, LLP

     23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)

     23.2 Consent of KPMG LLP

     23.3 Consent of PricewaterhouseCoopers 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 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 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  which remain
               unsold at the termination of the offering.

     (b)  The 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)  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
          Commission such  indemnification is against public policy as expressed
          in the Exchange  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  Exchange  Act and  will be  governed  by the  final
          adjudication of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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, in the State of New York, on this 19th
day of October, 2004

                                        PAR TECHNOLOGY CORPORATION

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


                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned  officers and directors of PAR Technology  Corporation,
hereby  severally  constitute  and  appoint  Ronald J.  Casciano  and Charles A.
Constantino,  and each of them singly, our true and lawful attorneys,  with full
power  to them  and  each of them  singly,  to sign  for us in our  names in the
capacities  indicated  below, any amendments to this  Registration  Statement on
Form S-8 (including post-effective  amendments),  and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission,  and generally to do all things in our names
and on our behalf in our  capacities  as officers  and  directors  to enable PAR
Technology  Corporation,  to comply with the provisions of the Securities Act of
1933, as amended,  hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said Registration Statement and
all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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          October 19, 2004
---------------------------      and President
John W. Sammon, Jr.             (Principal Executive Officer)
                                 and Director

/s/ Charles A. Constantino       Executive Vice President       October 19, 2004
---------------------------      and Director
Charles A. Constantino

/s/ Ronald J. Casciano           Vice President, Chief          October 19, 2004
---------------------------      Financial Officer and
Ronald J. Casciano               Treasurer (Principal
                                 Financial and Accounting Officer)

/s/ J. Whitney Haney             Director                       October 19, 2004
---------------------------
J. Whitney Haney

/s/ Sangwhoo Ahn                 Director                       October 19, 2004
---------------------------
Sangwhoo Ahn

/s/ James A. Simms               Director                       October 19, 2004
---------------------------
James A. Simms

/s/ Kevin R. Jost                Director                       October 19, 2004
---------------------------
Kevin R. Jost
<PAGE>

                                  EXHIBIT INDEX


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

     4.1  Certificate of Incorporation,  as amended, of the Registrant (filed as
          Exhibit 3.1 to the Company's  Registration  Statement on Form S-2 (No.
          333-04077) and incorporated herein by reference)

     4.2  Certificate of Amendment to the  Certificate of  Incorporation  of the
          Registrant  (filed  as  Exhibit  3.2  to  the  Company's  Registration
          Statement  on Form S-2 (No.  333-04077)  and  incorporated  herein  by
          reference)

     4.4  By-laws 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)

     4.4  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)

     4.5  1995 Plan (filed as Exhibit 99 to the Company's Registration Statement
          on Form S-8 (No. 033-63095) and incorporated herein by reference)

     4.6  Amendment No. 1 to the 1995 Plan

     4.7  Amendment No. 2 to the 1995 Plan

     5    Opinion of Testa, Hurwitz & Thibeault, LLP

     23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)

     23.2 Consent of KPMG LLP

     23.3 Consent of PricewaterhouseCoopers LLP

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



<PAGE>


                                                                     EXHIBIT 4.6

                                 AMENDMENT NO. 1
                           PAR TECHNOLOGY CORPORATION
                             1995 STOCK OPTION PLAN


PAR  Technology  Corporation's  1995 Stock  Option  Plan (the  "Plan") is hereby
amended as follows:

1.   Article IV of the Plan is amended and restated in its entirety as follows:

                                     STOCK
                                     -----

     "Subject to  adjustment  as provided in Article  VII,  the total  number of
     shares of Common Stock which may be issued under the Plan upon the exercise
     of Options  and stock  appreciation  rights  provided  pursuant to the Plan
     shall not  exceed  1,000,000  shares.  Shares of Common  Stock  covered  by
     Options  that  expire,  terminate  (other than by reason of the exercise of
     stock  appreciation  rights as provided in Section  6.9),  or are  canceled
     without  having been  exercised  shall become  available  for future grants
     under the Plan. Upon the exercise of Options,  the Company may either issue
     unissued  shares of Common Stock or transfer shares of Common Stock held in
     its treasury."

2.   Except as modified hereby, the Plan shall remain in full force and effect.

<PAGE>


                                                                     EXHIBIT 4.7

                                 AMENDMENT NO. 2
                           PAR TECHNOLOGY CORPORATION
                       1995 STOCK OPTION PLAN, AS AMENDED


PAR Technology Corporation's 1995 Stock Option Plan, as amended (the "Plan") is
hereby further amended as follows:

1. Article IV of the Plan is amended and restated in its entirety as follows:

                                      STOCK
                                      -----

     "Subject to  adjustment  as provided in Article  VII,  the total  number of
     shares of Common Stock which may be issued under the Plan upon the exercise
     of Options  and stock  appreciation  rights  provided  pursuant to the Plan
     shall not  exceed  2,000,000  shares.  Shares of Common  Stock  covered  by
     Options  that  expire,  terminate  (other than by reason of the exercise of
     stock  appreciation  rights as provided in Section  6.9),  or are  canceled
     without  having been  exercised  shall become  available  for future grants
     under the Plan. Upon the exercise of Options,  the Company may either issue
     unissued  shares of Common Stock or transfer shares of Common Stock held in
     its treasury."

2.   Except as modified hereby, the Plan shall remain in full force and effect.

<PAGE>



                                                                      EXHIBIT 5


                         Testa, Hurwitz & Thibeault, LLP
                                 125 High Street
                                Boston, MA 02110

                                                                October 19, 2004

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

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We are  acting  as  counsel  for PAR  Technology  Corporation,  a  Delaware
corporation  (the   "Company"),   in  connection  with  the  registration  on  a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities Act of 1933, as amended, of the offer and sale of up to an additional
1,500,000  shares (the "Shares") of Common Stock,  par value $0.02 per share, of
the Company under the 1995 Stock Option Plan, as amended (the "1995 Plan").

     We have  examined,  and are  familiar  with,  and have relied as to factual
matters solely upon,  originals or copies certified,  or otherwise identified to
our satisfaction,  of such documents,  corporate records or other instruments as
we have deemed  necessary  or  appropriate  for the  purposes of the opinion set
forth  herein,  including,  without  limitation,  (a)  the  1995  Plan,  (b) the
Certificate of Incorporation,  as amended, (c) the Company's By-laws, as amended
and (d) certified board and shareholder resolutions of the Company.

     We are members of the Bar of the Commonwealth of Massachusetts  and are not
expert in, and express no opinion regarding,  the laws of any jurisdiction other
than the Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the United States of America.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares are duly authorized and, when issued and delivered  pursuant to the terms
of the 1995 Plan and the terms of any  agreement  relating to any of the options
granted thereunder, will be validly issued, fully paid and nonassessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Testa, Hurwitz & Thibeault, LLP
                                            -----------------------------------
                                            TESTA, HURWITZ & THIBEAULT, LLP



<PAGE>


                                                                    EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
PAR Technology Corporation:

We consent to the use of our report dated February 20, 2004, with respect to the
consolidated balance sheet of PAR Technology Corporation as of December 31, 2003
and the related consolidated statements of income, comprehensive income, changes
in  shareholders'  equity,  and cash flows for the year ended December 31, 2003,
and the financial  statement  schedule,  "Valuation and Qualifying  Accounts and
Reserves",  as of and for the year ended December 31, 2003,  incorporated herein
by reference.


KPMG LLP
October 12, 2004
Syracuse, New York





<PAGE>


                                                                   EXHIBIT 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  28,  2003  relating  to the
financial  statements  and  financial  statement  schedule  which  appear in PAR
Technology  Corporation's Annual Report on Form 10-K for the year ended December
31, 2003.

PRICEWATERHOUSECOOPERS LLP
Syracuse, NY
October 12, 2004
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "FORM S-8 DATED OCTOBER 18, 2004", "secsgml_size_bytes": 28600}]
{"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": "333-119828", "film-number": "041085753"}, "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 October 19, 2004
                            Registration No. 333-____

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

                       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 Identification No.)
 Incorporation or Organization)

                               PAR Technology Park
                              8383 Seneca Turnpike
                           New Hartford, NY 13413-4991
                    (Address of Principal Executive Offices)
                              --------------------

          PAR Technology Corporation 1995 Stock Option Plan, as amended
                            (Full Title of the Plan)
                              --------------------

                          Gregory T. Cortese, Secretary
                               PAR Technology Park
                              8383 Seneca Turnpike
                           New Hartford, NY 13413-4991
                     (Name and Address of Agent For Service)

                                 (315) 738-0600
          (Telephone Number, Including Area Code, of Agent For Service)
                              --------------------
                                   Copies to:

                              Kathy A. Fields, Esq.
                         Testa, Hurwitz & Thibeault, LLP
                                 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000
================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================
Proposed Maximum      Proposed Maximum
Title of Securities to       Amount to be      Offering Price Per   Aggregate Offering        Amount of
   be Registered              Registered            Share                 Price(1)         Registration Fee
   -------------              ----------      ----------------      ------------------     ----------------

PAR Technology Corporation 1995 Stock Option Plan, as amended

Options Granted
Common Stock, $.02 par
value (2)                     94,758 shares        $ 1.8750              $177,671              $22.51
                              43,925 shares        $ 2.1500               $94,439              $11.97
                              59,000 shares        $ 2.5750              $151,925              $19.25
                              65,455 shares        $ 2.6250              $171,819              $21.77
                              84,000 shares        $ 3.0000              $252,000              $31.93
                             227,500 shares        $ 3.0625              $696,719              $88.27
                              15,300 shares        $ 3.8438               $58,810               $7.45
                                 600 shares        $ 3.9688               $ 2,381               $0.30
                                 300 shares        $ 4.4688               $ 1,341               $0.17
                               2,000 shares        $ 4.5938               $ 9,188               $1.16
                              41,600 shares        $ 4.6250              $192,400              $24.38
                              90,856 shares        $ 4.7500              $431,566              $54.68
                              60,000 shares        $ 4.8250              $289,500              $36.68
                              15,000 shares        $ 4.9950               $74,925               $9.49
                              10,000 shares        $ 5.4375              $ 54,375               $6.89
                               8,500 shares        $ 5.8900              $ 50,065               $6.34
                              65,000 shares        $ 7.8500              $510,250              $64.65
                               2,356 shares        $10.0450              $ 23,666               $3.00

Options Reserved for Grant

Common Stock, $.02 par       613,850 shares        $ 8.990            $5,518,512             $699.20
value (3)                    --------------        -------            ----------             -------

         Total:            1,500,000 shares           --               $8,761,552           $1,110.09
                           ================        ========            ==========           =========
(1) This  Registration  Statement shall also cover any additional shares of
Common Stock that become issuable upon exercise of options granted under the PAR
Technology  Corporation 1995 Stock Option Plan, as amended (the "1995 Plan"), by
reason of any stock  dividend,  stock split,  recapitalization  or other similar
transaction  effected without the receipt of  consideration  which results in an
increase  in the  number  of the  outstanding  shares  of  Common  Stock  of PAR
Technology Corporation.
(2)  Based  on  options  to  purchase  886,150  shares  of  PAR  Technology
Corporation's  Common Stock  granted as of October 12, 2004 under the 1995 Plan.
All of such shares are  issuable  upon the  exercise of  outstanding  options to
purchase the number of shares at the exercise  price listed  above.  Pursuant to
Rule 457(h)(1), the aggregate offering price and the fee have been computed upon
the basis of the price at which the options may be exercised.

     (3) None of such shares are subject to  outstanding  options.  The exercise
price of such options  shall be  determined  at the time of grant.  Accordingly,
pursuant to Rule 457(h)(1),  the price of $9.075 per share, which is the average
of the high and low prices  reported  on the New York Stock  Exchange on October
14, 2004, is set forth solely for purposes of calculating the filing fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The documents  containing the information  specified in this Item 1 will be
sent or  given  to  employees,  officers  and  directors  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. Registration Information and Employee Plan Annual Information.

     The documents  containing the information  specified in this Item 2 and the
documents  incorporated  by  reference  into  Item 3 of  Part II  hereof  (which
documents are incorporated by reference in the Section 10(a) prospectus) will be
sent or  given  to  employees,  officers  and  directors  as  specified  by Rule
428(b)(1)  free of charge upon  written or oral  request to Ronald J.  Casciano,
Vice  President,   Chief  Financial   Officer  and  Treasurer,   PAR  Technology
Corporation,  PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413,
(315)  738-0600.  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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by PAR Technology  Corporation (the "Company"
or the "Registrant") with 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"), are incorporated by reference in this Registration
Statement:

     (a)  The  Registrant's  Annual  Report on Form  10-K/A  for the year  ended
          December 31, 2003, filed with the Commission pursuant to Section 13(a)
          of the Exchange Act on March 30, 2004; and

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the Quarter ended
          March 31, 2004, filed with the commission pursuant to Section 13(a) of
          the Exchange Act on May 14, 2004.

     (c)  The  Registrant's  Quarterly Report on Form 10-Q for the Quarter ended
          June 30, 2004, filed with the Commission  pursuant to Section 13(a) of
          the Exchange Act on August 11, 2004.

     (d)  The section entitled  "Description of New PAR Capital Stock" contained
          in Exhibit 28 to the Registrant's  Registration Statement on Form 8-B,
          filed with the  Commission  pursuant to Section  12(g) of the Exchange
          Act on August 23, 1993.

     All documents  subsequently  filed with the  Commission  by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  that  indicates  that all securities
offered herein have been sold or which 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 filing such documents.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interest of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

     Our Certificate of  Incorporation,  as amended,  provides that we shall, to
the fullest extent permitted under Delaware General  Corporation Law,  indemnify
all of our directors,  except in certain circumstances  involving wrongful acts,
such  as (a) for any  breach  of the  director's  duty of  loyalty  to us 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,  our By-Laws  require us to indemnify  any of our  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 our best interest.  Such indemnification shall include payment
by us of expenses incurred in defending a civil or criminal action or proceeding
in advance  of the final  disposition  of such  action or  proceeding,  upon our
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.  Our By-Laws require us to maintain,  and we do so maintain, an
insurance policy insuring our directors and officers against liabilities.

     We have obtained director and officer  liability  insurance for the benefit
of our directors  and officers  that insures our directors and officers  against
certain  losses and insures us against  certain of our  obligations to indemnify
such directors and officers.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

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

     4.1  Certificate of Incorporation,  as amended, of the Registrant (filed as
          Exhibit 3.1 to the Company's  Registration  Statement on Form S-2 (No.
          333-04077) and incorporated herein by reference)

     4.2  Certificate of Amendment to the  Certificate of  Incorporation  of the
          Registrant  (filed  as  Exhibit  3.2  to  the  Company's  Registration
          Statement  on Form S-2 (No.  333-04077)  and  incorporated  herein  by
          reference)

     4.3  By-laws 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)

     4.4  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)

     4.5  1995 Plan (filed as Exhibit 99 to the Company's Registration Statement
          on Form S-8 (No. 033-63095) and incorporated herein by reference)

     4.6  Amendment No. 1 to the 1995 Plan

     4.7  Amendment No. 2 to the 1995 Plan

     5    Opinion of Testa, Hurwitz & Thibeault, LLP

     23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)

     23.2 Consent of KPMG LLP

     23.3 Consent of PricewaterhouseCoopers 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 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 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  which remain
               unsold at the termination of the offering.

     (b)  The 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)  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
          Commission such  indemnification is against public policy as expressed
          in the Exchange  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  Exchange  Act and  will be  governed  by the  final
          adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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, in the State of New York, on this 19th
day of October, 2004

                                        PAR TECHNOLOGY CORPORATION

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

                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned  officers and directors of PAR Technology  Corporation,
hereby  severally  constitute  and  appoint  Ronald J.  Casciano  and Charles A.
Constantino,  and each of them singly, our true and lawful attorneys,  with full
power  to them  and  each of them  singly,  to sign  for us in our  names in the
capacities  indicated  below, any amendments to this  Registration  Statement on
Form S-8 (including post-effective  amendments),  and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission,  and generally to do all things in our names
and on our behalf in our  capacities  as officers  and  directors  to enable PAR
Technology  Corporation,  to comply with the provisions of the Securities Act of
1933, as amended,  hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said Registration Statement and
all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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          October 19, 2004
---------------------------      and President
John W. Sammon, Jr.             (Principal Executive Officer)
                                 and Director

/s/ Charles A. Constantino       Executive Vice President       October 19, 2004
---------------------------      and Director
Charles A. Constantino

/s/ Ronald J. Casciano           Vice President, Chief          October 19, 2004
---------------------------      Financial Officer and
Ronald J. Casciano               Treasurer (Principal
                                 Financial and Accounting Officer)

/s/ J. Whitney Haney             Director                       October 19, 2004
---------------------------
J. Whitney Haney

/s/ Sangwhoo Ahn                 Director                       October 19, 2004
---------------------------
Sangwhoo Ahn

/s/ James A. Simms               Director                       October 19, 2004
---------------------------
James A. Simms

/s/ Kevin R. Jost                Director                       October 19, 2004
---------------------------
Kevin R. Jost
EXHIBIT INDEX

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

     4.1  Certificate of Incorporation,  as amended, of the Registrant (filed as
          Exhibit 3.1 to the Company's  Registration  Statement on Form S-2 (No.
          333-04077) and incorporated herein by reference)

     4.2  Certificate of Amendment to the  Certificate of  Incorporation  of the
          Registrant  (filed  as  Exhibit  3.2  to  the  Company's  Registration
          Statement  on Form S-2 (No.  333-04077)  and  incorporated  herein  by
          reference)

     4.4  By-laws 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)

     4.4  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)

     4.5  1995 Plan (filed as Exhibit 99 to the Company's Registration Statement
          on Form S-8 (No. 033-63095) and incorporated herein by reference)

     4.6  Amendment No. 1 to the 1995 Plan

     4.7  Amendment No. 2 to the 1995 Plan

     5    Opinion of Testa, Hurwitz & Thibeault, LLP

     23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5)

     23.2 Consent of KPMG LLP

     23.3 Consent of PricewaterhouseCoopers LLP

     24   Power of  Attorney  (included  as part of the  signature  page of this
          Registration Statement)
EXHIBIT 4.6

                                 AMENDMENT NO. 1
                           PAR TECHNOLOGY CORPORATION
                             1995 STOCK OPTION PLAN

PAR  Technology  Corporation's  1995 Stock  Option  Plan (the  "Plan") is hereby
amended as follows:

1.   Article IV of the Plan is amended and restated in its entirety as follows:

                                     STOCK
                                     -----

     "Subject to  adjustment  as provided in Article  VII,  the total  number of
     shares of Common Stock which may be issued under the Plan upon the exercise
     of Options  and stock  appreciation  rights  provided  pursuant to the Plan
     shall not  exceed  1,000,000  shares.  Shares of Common  Stock  covered  by
     Options  that  expire,  terminate  (other than by reason of the exercise of
     stock  appreciation  rights as provided in Section  6.9),  or are  canceled
     without  having been  exercised  shall become  available  for future grants
     under the Plan. Upon the exercise of Options,  the Company may either issue
     unissued  shares of Common Stock or transfer shares of Common Stock held in
     its treasury."

2.   Except as modified hereby, the Plan shall remain in full force and effect.
EXHIBIT 4.7

                                 AMENDMENT NO. 2
                           PAR TECHNOLOGY CORPORATION
                       1995 STOCK OPTION PLAN, AS AMENDED

PAR Technology Corporation's 1995 Stock Option Plan, as amended (the "Plan") is
hereby further amended as follows:

1. Article IV of the Plan is amended and restated in its entirety as follows:

                                      STOCK
                                      -----

     "Subject to  adjustment  as provided in Article  VII,  the total  number of
     shares of Common Stock which may be issued under the Plan upon the exercise
     of Options  and stock  appreciation  rights  provided  pursuant to the Plan
     shall not  exceed  2,000,000  shares.  Shares of Common  Stock  covered  by
     Options  that  expire,  terminate  (other than by reason of the exercise of
     stock  appreciation  rights as provided in Section  6.9),  or are  canceled
     without  having been  exercised  shall become  available  for future grants
     under the Plan. Upon the exercise of Options,  the Company may either issue
     unissued  shares of Common Stock or transfer shares of Common Stock held in
     its treasury."

2.   Except as modified hereby, the Plan shall remain in full force and effect.
EXHIBIT 5

                         Testa, Hurwitz & Thibeault, LLP
                                 125 High Street
                                Boston, MA 02110

                                                                October 19, 2004

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

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We are  acting  as  counsel  for PAR  Technology  Corporation,  a  Delaware
corporation  (the   "Company"),   in  connection  with  the  registration  on  a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities Act of 1933, as amended, of the offer and sale of up to an additional
1,500,000  shares (the "Shares") of Common Stock,  par value $0.02 per share, of
the Company under the 1995 Stock Option Plan, as amended (the "1995 Plan").

     We have  examined,  and are  familiar  with,  and have relied as to factual
matters solely upon,  originals or copies certified,  or otherwise identified to
our satisfaction,  of such documents,  corporate records or other instruments as
we have deemed  necessary  or  appropriate  for the  purposes of the opinion set
forth  herein,  including,  without  limitation,  (a)  the  1995  Plan,  (b) the
Certificate of Incorporation,  as amended, (c) the Company's By-laws, as amended
and (d) certified board and shareholder resolutions of the Company.

     We are members of the Bar of the Commonwealth of Massachusetts  and are not
expert in, and express no opinion regarding,  the laws of any jurisdiction other
than the Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the United States of America.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares are duly authorized and, when issued and delivered  pursuant to the terms
of the 1995 Plan and the terms of any  agreement  relating to any of the options
granted thereunder, will be validly issued, fully paid and nonassessable.

     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Testa, Hurwitz & Thibeault, LLP
                                            -----------------------------------
                                            TESTA, HURWITZ & THIBEAULT, LLP
EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
PAR Technology Corporation:

We consent to the use of our report dated February 20, 2004, with respect to the
consolidated balance sheet of PAR Technology Corporation as of December 31, 2003
and the related consolidated statements of income, comprehensive income, changes
in  shareholders'  equity,  and cash flows for the year ended December 31, 2003,
and the financial  statement  schedule,  "Valuation and Qualifying  Accounts and
Reserves",  as of and for the year ended December 31, 2003,  incorporated herein
by reference.

KPMG LLP
October 12, 2004
Syracuse, New York
EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  28,  2003  relating  to the
financial  statements  and  financial  statement  schedule  which  appear in PAR
Technology  Corporation's Annual Report on Form 10-K for the year ended December
31, 2003.

PRICEWATERHOUSECOOPERS LLP
Syracuse, NY
October 12, 2004