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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): August 13, 1997




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



       Delaware                       1-9720                    16-1434688
(State or other jurisdiction of   (Commission File           (I.R.S. Employer
incorporation or organization)        Number)             Identification Number)




   PAR Technology Park
   8383 Seneca Turnpike
   New Hartford, NY                                       13413-4991
  (Address of principal executive offices)                (Zip Code)


   Registrant's telephone number, including area code:   (315) 738-0600



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                           PAR TECHNOLOGY CORPORATION


                                TABLE OF CONTENTS
                                    FORM 8-K




   Item Number  
   -----------  
                                                                
      Item 5.        Other Events of Material Importance  









Item 5.



Preliminary Statement

This statement is being filed  voluntarily by PAR  Technology  Corporation  (the
"Company") pursuant to Item 5 of Form 8-K, Current Report.


Item 5. Other Events of Material Importance

During the quarter  ended June 30, 1997,  the Company  recorded a  non-recurring
charge of $4.0 million ($2.6 million after tax or $.29 loss per share)  relating
to Phoenix Systems and Technologies, Inc. (Phoenix).

In June  1992,  the  Company  was  approved  under  the  Department  of  Defense
Mentor-Protege  Program as a mentor for a minority-owned  government contractor,
Phoenix.  Under the  guidelines  of this  program,  the Company  provided a loan
guarantee to Phoenix in the amount of $900,000.  Additionally,  concurrent  with
this approval, the Company acquired a 44% interest in Phoenix which is accounted
for under the equity method.

The  Company  is a  subcontractor  to Phoenix  on  certain  engineering  service
contracts  with the United States  Government.  Additionally,  Phoenix rents its
office  space  from  the  Company,  and  is  also  a  vendor  to  PAR  providing
manufacturing  and certain contract  services.  As a result of these activities,
the Company  recorded a  receivable  from  Phoenix at December  31, 1996 of $1.7
million, net of a $903,000 allowance.
 
During 1997, the Company's  subcontracting  activities expanded due to increased
government  requirements.  This,  coupled with Phoenix's  failure to make timely
payments on amounts due,  resulted in the Phoenix  receivable  growing from $1.7
million at the end of last year to $4.2 million at June 30, 1997.

On June 30, 1997, the Company  announced that it expected an after tax charge of
$2 million or $.22 per share relating to Phoenix.  At that time, the Company was
involved  in ongoing  discussions  with  Phoenix  relating to payment of amounts
owed. On July 17, 1997, the Company  announced its second quarter earnings which
included  an after tax  charge of $3.1  million  or $.34 per share  relating  to
Phoenix.  The amount was  greater  than  previously  anticipated  because it had
become evident during the ongoing  discussions  that the Company's  exposure had
increased.  Subsequently  on July 29, 1997,  the Company and Phoenix  reached an
agreement regarding repayment of amounts owed to PAR. Under this agreement,  the
Company  received  $720,000 in cash  payments.  The agreement  also provides for
certain  payments  to be made in the  second  half of 1997  and a note  for $1.5
million  which bears  interest  at 8% and is payable at the end of three  years.
This amount would be subordinate to the claims of a bank lender.  PAR would also
be removed from the $900,000 loan  guarantee.  PAR has  relinquished  its equity
interest in Phoenix  contingent  upon  successful  execution of a bank financing
agreement.  PAR retains security interest in a portion of such stock as security
for the repayment of the subordinated debt.

The  execution  of this plan is  primarily  contingent  upon  Phoenix  obtaining
additional bank financing. Accordingly, the Company has recorded reserves in the
second quarter totaling $4 million.  This amount includes the remaining exposure
on the receivables,  ($4.2 million less $900,000 allowance and the $720,000 cash
payments);   the  $900,000   loan   guarantee   and   $500,000  for   additional
subcontracting  efforts that the Company has  performed  subsequent  to June 30,
1997.  Any future  amounts  received  under this  agreement  will be credited to
income as received  or, in the case of the loan  guarantee,  when the Company is
relieved of its obligation.








                                   SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.











                                         PAR TECHNOLOGY CORPORATION
                                         --------------------------
                                                (Registrant)









Date: August 13, 1997




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