February 24, 2009


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


Dear Ms. Tangen

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 response to the phone call with Ms.
Tangen and Ronald J. Casciano, PAR's C.F.O. on February 20, 2009.

Comments and Responses

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


Comment:

     1. We note from your response to prior comment 7 that "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."  Your disclosure  states that the
intangible  asset values were "based on third party  valuation." When considered
together,  these  statements  suggest that you are  attributing  the  valuations
contained in your filing to a third party expert and therefore  must comply with
the  requirements  of Securities Act Rule 436. That is, you should  disclose the
name of the expert and include a consent as an exhibit to your Form 10-K,  which
services  as  a  Section   10(a)(3)   Securities  Act  update  to  an  effective
registration  statement.  Please  amend your Form 10-K to comply  with Rule 436.
Refer to Question 141.02 of the Division of Corporation Finance's Compliance and
Disclosure.



Response:

Please be advised that the Company will revise its future  filings by adding the
following  disclosure  within its  business  acquisitions  footnote:  "The total
purchase price for each of these  acquisitions  was allocated  based on the fair
value of the tangible and identifiable  assets acquired and liabilities  assumed
as of the respective closing date of the acquisitions.  The Company's management
was responsible for determining fair values."

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