December 10, 2008


BY ELECTRONIC SUBMISSION


United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549-3628

Attention: Tamara Tangen
           Staff Accountant

RE:        PAR Technology Corporation
           Form 10-K For Fiscal Year Ended December 31, 2007 Filed March 17,
           2008 Form 10-Q for Fiscal Quarter Ended September 30, 2008 Filed
           November 10, 2008 File No. 001-09720


Ladies and Gentlemen:

PAR Technology Corporation,  a Delaware corporation ("PAR" or the "Company"), is
transmitting  for  filing  with the  Securities  and  Exchange  Commission  (the
"Commission"),  this letter  reflecting  PAR's responses to the written comments
communicated  by Mr. Stephen G. Krikorian,  Accounting  Branch Chief, to John W.
Sammon,  Jr.,  Chairman and President of PAR, by letter dated November 12, 2008.
The  responses  set forth below have been  organized in the same manner in which
the comments were presented in Mr. Krikorian's letter.

Comments and Responses

Form 10-K For Fiscal Year Ended December 31, 2007


                             Maintenance and Service
Comment:

     1.   We note that you have service  centers in Europe,  South  Africa,  the
          Middle  East,  Australia,  and  Asia.  Please  advise  us of  all  the
          countries in the Middle East in which you operate and do business.

Response:  The Company  supplementally informs the staff that its Middle Eastern
operations consist of sales offices and service centers in Jordan and Dubai. The
Company  sells its  restaurant  products  in this  region  primarily  to KFC and
McDonald's. The primary countries in which the Company does business are Kuwait,
Saudi Arabia, Jordan and Bahrain. Other countries in which the Company sells its
products are Cyprus,  Lebanon, Oman, Pakistan,  Qatar, and United Arab Emirates.
The  aggregate  sales to the Middle East in fiscal year 2007 were $1.7  million,
with sales in any individual country not exceeding $400,000.


Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Comment:

     2.   Confirm that you do not have any  off-balance  sheet  arrangements  as
          defined  under Item 303 (A) (4) (ii) of  Regulation  S-K. Tell us your
          consideration  of disclosing that you do not have any such obligations
          or transactions as defined by this Item, if true.


Response:  The  Company  does not have any  off-balance  sheet  arrangements  as
defined under Item 303 (A) (4) (ii) of Regulation  S-K. It will disclose this in
its Annual Report on Form 10-K for the year ended December 31, 2008.

Comment:

     3.   Tell us how your  disclosures  comply with the  requirement to provide
          tabular disclosure of contractual  obligations.  Refer to Item 303 (A)
          (5) of Regulation S-K.

Response:  The  Company  supplementally  informs  the  Staff  that the  relevant
information  required  in  tabular  disclosure  pursuant  to Item 303 (A) (5) of
Regulation  S-K  include  the  Company's  long  term  debt and  operating  lease
obligations.  Such  obligations  are disclosed  within the Liquidity  section of
Management's Discussion and Analysis within the Company's Form 10-K. The Company
concluded that the information  disclosed within this section is consistent with
the information that would be disclosed in the tabular format.  The Company will
include the tabular presentation of contractual obligations pursuant to Item 303
(A) (5) within future filings.


                             Controls and Procedures

Comment:

     4.   We note your disclosure  that your chief  executive  officer and chief
          financial officer,  "concluded that the Company's  disclosure controls
          and procedures are designed to ensure that information  required to be
          disclosed by the Company in the reports that it files or submits under
          the  Exchange  Act is  recorded,  processed,  summarized  and reported
          within the time periods  specified  in the SEC's rules and forms,  and
          are  operating  in an  effective  manner."  Please tell us whether the
          assessment of your disclosure  control and procedures was based on the
          full  definition  contained in Rule  13a-15(e).  That is, tell us, and
          confirm  that  you will  disclose  in  future  filings,  whether  your
          officers also assessed the  effectiveness of your disclosure  controls
          and procedures in ensuring that  information  required to be disclosed
          in the reports  that you file or submit under the Exchange Act is also
          accumulated and communicated to your management,  including your chief
          executive  officer  and  chief  financial  officer,  to  allow  timely
          decisions regarding required disclosure.


Response:  PAR  supplementally  confirms that its Chief Executive  Officer's and
Chief Financial Officer's assessment of disclosure controls and procedures as of
December 31, 2007 was based on the full  definition  contained in Rule 13a-15(e)
under the  Securities  Exchange  Act of 1934,  as  amended.  PAR  confirms as of
December 31, 2007 that, and PAR confirms that in future filings it will disclose
that,  PAR's  officers  also  assessed  the  effectiveness  of PAR's  disclosure
controls and procedures in ensuring that information required to be disclosed in
the reports that PAR files or submits under the Securities Exchange Act of 1934,
as amended, is also accumulated and communicated to PAR's management,  including
its  Chief  Executive  Officer  and Chief  Financial  Officer,  to allow  timely
decisions regarding required disclosure.


                      Consolidated Statements of Cash Flows

Comment:

     5.   Tell us why you have classified changes in other long-term liabilities
          as changes in operating  activities  instead of financing  activities.
          See paragraphs 18-20 of SFAS 95.

Response: The Company supplementally informs the staff that its changes in other
long term  obligations  relate to its long term  deferred  compensation  plan as
disclosed  within  footnote  number 9 of the  Company's  consolidated  financial
statements included within its Form 10-K. The changes in such obligations do not
satisfy the  definition  of a financing  activity  as defined in  paragraphs  18
through 20 of SFAS number 95. As such,  amounts  were  classified  as  operating
activities  within the consolidated  statement of cash flows included within the
Form 10-K.

               Note 1- Summary of Significant Accounting Policies

                         Identifiable intangible assets

Comment:

     6.   Tell  us  whether  the  software  costs   classified  as  identifiable
          intangible assets represent software licensed or sold to customers, or
          used in  providing  revenue-generating  services.  If so, tell us what
          consideration  was  given  to  classifying  the  amortization  of such
          software within costs of sales.

Response:  The  Company  supplementary  informs  the staff that  software  costs
classified as identifiable intangible assets represent software licensed or sold
to customers.  Included in this category is software  capitalized under SFAS No.
86,  Accounting  for the  Costs  of  Computer  Software  to Be Sold,  Leased  or
Otherwise  Marketed.  Amortization  of these costs is included in cost of sales.
Amortization  of software  acquired in connection  with certain  acquisitions is
included  in  operating   expenses  with  the  amortization  of  other  acquired
identifiable  intangible  assets under the caption  amortization of identifiable
intangible  assets.  The impact of this  classification on consolidated  product
margins is approximately 1%.

                          Note 2- Business Acquisitions

Comment:

     7.   Your  disclosures  indicate that you engaged a  third-party  valuation
          specialist  to provide a  valuation  for the  identifiable  intangible
          acquired  in   connection   with  the  SIVA,   PixelPoint   and  C(3)I
          acquisitions.  Please describe the nature and extent of the specialist
          involvement  in your  determination  of the fair value ascribed to the
          identifiable intangible assets acquired.

Response:  The Company  supplementally  informs  the Staff that the  third-party
valuation  specialist  utilized  by the Company in support of the  valuation  of
identifiable  intangible  assets  acquired in connection  with its  acquisitions
prepared its valuations  primarily using the income approach,  but also utilized
the market approach as a component of its valuation. The income approach derives
a value based on either  determining  the present value of a projected  level of
income  stream,  including  a  terminal  value,  or by the  capitalization  of a
normalized  measure of income.  The  discounted  future  economic  income method
involves  the  present  value of a series of  estimated  future  benefits at the
valuation  date by the  application  of a  discount  rate,  one  which a prudent
investor would require before making an investment in the equity of the company.
The capitalized  future economic income method converts a single  representative
benefit level to a value  indication by dividing the single period  benefit by a
capitalization  rate that reflects the risk and growth factors associated with a
similar investment.

The market  approach is a general way of  determining  a value  indication  of a
business, business ownership interest, security or intangible asset by using one
or more  methods  that  compare  the  subject  to similar  businesses,  business
ownership interests,  securities or intangible assets that have been sold. There
are two  methodologies  to consider  under the market  approach:  the  guideline
publicly traded company method and the control transaction method.

The  guideline  publicly  traded  company  method of  appraisal  is based on the
premise that pricing  multiples of publicly  traded  companies  can be used as a
tool to be applied in valuing  closely  held  companies.  The  mechanics  of the
method require the use of the stock price in  conjunction  with other factors to
create a pricing multiple that can be used, with certain  adjustments,  to apply
against the subject's  similar  factor to determine an estimate of value for the
subject company.

The control  transaction  method is based on the same  premise as the  guideline
publicly  traded company  method.  The appraiser  relates the price at which the
merger or acquisition transaction took place to other factors in order to create
a pricing  multiple  that can be used to apply  against  the  subject's  similar
factor  to  determine  an  estimate  of  value  for  the  subject  company.  The
calculations and fair value  determinations  of the specialists were reviewed by
the Company's  management to determine if the fair values being  ascribed to the
identifiable intangible assets acquired were reasonable.


                                    Exhibits

Comment:

     8.   We  note  that  you  have  placed   your   exhibits,   including   the
          certifications  required by Rules 13a-14(a) and 15d-14(a),  within the
          body of your periodic  reports.  Please confirm that in future filings
          you will  file  these  exhibits,  including  your  certifications,  as
          separate documents within your electronic  submission,  using the data
          fields values set forth in Section E.4.3 of the Edgar Filer Manual.


Response:   The  Company   confirms  that  it  will  file  these   exhibits  and
certifications as separate documents in all future electronic filings.



           Form 10-Q for the Quarterly Period Ended September 30, 2008


Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Comment:

     9.   We  note  your  discussion  of your  concerns  regarding  the  current
          economic  landscape  on your  markets.  We also note a decline in your
          stock price, particularly in the period following the end of the third
          quarter,  such that your net book value  appears to exceed your market
          capitalization.  Tell us whether  the  decrease  in your  stock  price
          represents a triggering event pursuant to paragraphs 26 and 28 of SFAS
          142. Further, describe your methodology for determining fair value for
          each of your  reporting  units and describe the factors or assumptions
          utilized that, if changed, could significantly impact your valuations.
          Also,  tell  us  what   consideration  you  gave  to  disclosing  your
          methodology  and  assumptions  utilized to determine the fair value of
          each   reporting  unit  within  your  critical   accounting   policies
          disclosures.

Response:  The  Company  supplementally  informs  the Staff  that as part of its
financial  reporting process,  the Company considered whether the decline in the
Company's stock price  represented a triggering  event pursuant to paragraphs 26
and 28 of SFAS 142,  Goodwill and Other  Intangible  Assets.  Specifically,  the
Company  considered the change in business  climate,  as noted in example (a) of
paragraph  28,  and   concluded   that  although  in  general  the  economy  was
experiencing a downturn,  the markets in which the Company does business did not
appear to be  experiencing  a downturn  commensurate  with the overall  economy,
further noting that the Company's operating results have improved throughout the
year.  This conclusion was derived  through the Company's  consideration  of the
actual  operating  performance of its major  customers,  as well as the business
outlook that such customers were providing to their investors.  In addition, the
Company considered the overall order volume received during the first 6 weeks of
the 4th quarter, noting it was in excess of order volume over the same period of
the previous fiscal quarter.  Lastly, through the date of the filing of the Form
10-Q for the quarter ended  September 30, 2008,  the Company was in  significant
negotiations with a major customer relative to a potential hardware upgrade to a



large number of its restaurants.  After considering the aforementioned  factors,
the  Company  concluded  that the  decline  in the  stock  price  should  not be
considered  a triggering  event.  However,  given the state of the economy,  the
Company  determined it was  appropriate  to provide  commentary  relative to the
potential  impact  the  economic  downturn  could  have  on its  business.  This
commentary was included within the Management's  Discussion and Analysis section
of the Company's Quarterly Report on Form 10-Q.

The  Company   supplementally   informs  the  staff  that  its  methodology  for
determining  the fair value of each of its  reporting  units  considers  both an
income  approach,  namely a discounted cash flow method,  and a market approach,
namely,  the public company method.  The discounted  cash flow method  valuation
could be most significantly  impacted by changes in the operating projections as
well as a change in the discount or long term growth rate. The valuation derived
by the public company method could be significantly  impacted by a change in the
market capitalization of comparable companies utilized within the analysis.

The  Company  disclosed  the  potential  impact of changes to these  assumptions
within Item 1A: Risk Factors,  included within the Company's Form 10-K filed for
the fiscal year ended  December 31, 2007. As of the quarter ended  September 30,
2008, the Company did not feel that the risks  regarding  changes to assumptions
previously  disclosed within the Form 10-K  significantly  differed at September
30,  2008  so  as to  warrant  an  update  to  the  aforementioned  risk  factor
disclosures within Item 1A of Form 10-K.



PAR hereby acknowledges as follows:

     1.   PAR is  responsible  for the adequacy and accuracy of the  disclosures
          included in its filings;

     2.   PAR understands that Staff comments or PAR's changes to disclosures in
          response to Staff comments do not foreclose the Commission from taking
          any action with respect to PAR's filings; and

     3.   PAR understands that it may not assert Staff comments as a defense in
          any proceeding initiated by the Commission or any person under the
          federal securities laws of the United States.

Please  contact the  undersigned  at  800-448-6505,  extension  273,  should you
require additional information or have questions regarding this letter.



Very truly yours,

PAR Technology Corporation

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