UNITED STATES
                       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): December 28, 2005


                           PAR TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



           Delaware                       1-09720                 16-1434688
- -------------------------------      ----------------        -------------------
(State or Other Jurisdiction           (Commission              (IRS Employer
     of Incorporation)                  File Number)         Identification No.)


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


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


                                 Not applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 Entry into a Material Definitive Agreement.

     On  December  28,  2005,  the  Board  of  Directors  ("the  Board")  of PAR
Technology  Corporation (the "Company") approved and adopted an amendment to the
1995 PAR Technology  Corporation  Stock Option Plan ( the "1995 Plan") effective
immediately.  The amendment of the 1995 Plan  clarified the rights of holders of
stock options granted under the 1995 Plan in the event of a change of control.

     On  December  28,  2005,  the  Board  also  approved  and  adopted  the PAR
Technology  Corporation  2005 Equity  Incentive Plan (the "2005 Equity Incentive
Plan").  The 2005 Equity  Incentive Plan, made effective  subject to shareholder
approval,  is a ten year program to provide stock options,  stock  issuances and
other equity  interests in the Company to key  employees,  officers,  directors,
consultants and advisors of the Company and its subsidiaries,  and other persons
determined  by the Board to have made or are expected to make  contributions  to
the  Company.  The Board  authorized  up to 200,000 post split shares for grants
under the 2005 Equity Incentive Plan.





                                   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 hereunto duly authorized.


                                            PAR TECHNOLOGY CORPORATION



Date:  December 28, 2005                    By:  /s/ Ronald J. Casciano
                                                 -------------------------------
                                                 Ronald J. Casciano
                                                 Vice President, Chief Financial
                                                 Officer and Treasurer