June 12, 2009




BY ELECTRONIC SUBMISSION

United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549-4561

Attention: Evan S. Jacobson


         RE:      PAR Technology Corporation
                  Form 10-K for Fiscal Year Ended December 31, 2008
                  Filed March 16, 2009
                  Form 10-Q for Fiscal Quarter Ended March 31, 2009
                  Filed May 11, 2009
                  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 Ms. Maryse  Mills-Apenteng,  Staff Attorney,  to John W. Sammon,
Jr.,  Chairman of the Board and  President of PAR, by letter dated May 20, 2009.
The  responses  set forth below have been  organized in the same manner in which
the comments were presented in Ms. Mills-Apenteng's letter.


Form 10-K for Fiscal Year Ended December 31, 2008

Item 5. Market for the Registrant's  Common Equity,  Related Stockholder Matters
and Issuer Purchases of Equity Securities

Comment:

     1.   We note that in the performance graph,  included in your annual report
          to security  holders  pursuant to Item 201(e) of  Regulation  S-K, you
          compare your performance  with the performance of a "peer group",  but
          do not appear to have  disclosed the identity of the peer issuers,  as
          required  by  Instruction  5 to Item  201(e)  of  Regulation  S-K.  In
          addition,  the basis on which you have  selected  your "peer group" is
          unclear.  If you have not selected your "peer group" on an industry or
          line-of-business basis, you must disclose the basis for its selection.
          See Item 201(e)(1)(ii)(B) of Regulation S-K. Please advise.


Response:

The Company  supplementally  informs the staff that the following  companies are
included in the Company's self constructed peer group: Micros Systems, Inc., PAR
Technology Corporation, and Radiant System, Inc. This peer group was selected on
an industry  basis.  In future  filings the Company will  include the  following
narrative with its performance graph:

          The  following   performance   graph  compares  the  cumulative  total
          shareholder return on the Company's Common Stock with the Standard and
          Poor's 500 Index and the common stock of a self constructed peer group
          made up of companies on an industry basis,  which  companies'  returns
          are weighted  according to their respective market  capitalizations at
          the  beginning  of each year for which the return is  calculated.  The
          graph is constructed on the assumption  that $100 was invested in each
          of the Company's  Common Stock,  the S&P 500 Stock Index, and the peer
          group on December 31,____.  The year end values of each investment are
          based on share price appreciation and the reinvestment of dividends.

          The following companies are included in the Company's self constructed
          peer group:  Micros  Systems,  Inc., PAR Technology  Corporation,  and
          Radiant System, Inc.


Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Comment:

     2.   We note that your statement regarding the effectiveness  conclusion of
          your  chief  executive  and  financial  officers  indicates  that your
          disclosure  controls  and  procedures  were  "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."  Please  confirm and clarify in future
          filings  whether your  disclosure  controls and  procedures  were also
          designed to ensure that information required to be disclosed by you in
          the reports filed or submitted  under the Exchange Act is  accumulated
          and communicated to you management, including your chief executive and
          financial officers, as appropriate to allow timely decisions regarding
          required  disclosure.  Please note that this  comment  also applies to
          your Form 10-Q for the fiscal quarter ended March 31, 2009.


Response:

The Company supplementally clarifies for the staff that the Company's disclosure
controls and procedures were 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.  In addition,  the  disclosure


controls and procedures were also designed to ensure that  information  required
to be  disclosed  by the Company in the  reports  filed or  submitted  under the
Exchange Act is accumulated and communicated to management,  including the chief
executive and financial  officers,  as  appropriate,  to allow timely  decisions
regarding required disclosure.  The Company will include these assertions within
its future filings.


Changes in Internal Controls over Financial Reporting

Comment:


     3.   We note your  statement  that  there  were no  reportable  changes  in
          internal  control over financial  reporting that occurred  "during the
          period  covered by this Annual Report on  Form10-K."  Please note that
          item 308(c)of  Regulation S-K requires that you disclose whether there
          were any changes in internal control over financial  reporting "during
          the fourth  fiscal  quarter" in the case of an annual  report.  Please
          confirm that you will provide conforming disclosure in future filings.


Response:

The Company supplementally  clarifies for the staff that with respect to Changes
in Internal  Control over  Financial  Reporting as disclosed with Item 9A (2) of
its Form 10-K for the fiscal year ended December 31, 2008, there were no changes
in the Company's internal control over financial  reporting that occurred during
the Company's fourth fiscal quarter.  Furthermore,  the Company confirms that it
will provide conforming  disclosure in accordance with Item 308(c) of Regulation
S-K in future filings.



Item 11. Executive Compensation (Incorporated By Reference From Definitive Proxy
Statement Filed April 21, 2009)

Compensation Discussion and Analysis

Comment:

     4.   Please clarify what role, if any, your chief executive  officer has in
          setting his own  compensation.  In this regard,  it is unclear how the
          chief executive officer's  compensation is determined.  Please confirm
          that you will address in future  filings how each element of the chief
          executive officer's total compensation is determined.



Response:

The  Company  supplementally  informs  the staff that the  determination  of the
Company's chief executive officer's compensation is solely within the purview of
the   Compensation   Committee  of  the  Company's   Board  of  Directors   (the
"Compensation Committee" or "Committee"). In determining the compensation of the
chief executive  officer and assessing the  appropriateness  of the compensation
for  all  other  named  executives,  the  Compensation  Committee  solicits  and
considers the self assessment of each executive as to their performance  against
pre-established goals and objectives,  the executive's involvement in the day to
day  operations  of the relevant  business  unit,  as well as results of a third
party compensation survey. As to the chief executive specifically, the Committee
also performs its own evaluation of the chief  executive's  performance in light
of the goals and  objectives  the  Committee  had  approved for the prior fiscal
year. The third party  compensation  survey utilized by the Committee  evaluates
the compensation levels of chief executive officers at companies of similar size
and geographic location within the high technology,  durable group industry,  as
defined by the third party compensation  survey,  companies which are determined
to be peers of the Company. Based on the Compensation Committee's  consideration
of  the  aforementioned   information,   combined  with  the  chief  executive's
anticipated  level of  involvement  in the daily  operations  of the  Company in
fiscal year 2008,  the  Compensation  Committee  determined  that a compensation
increase in fiscal year 2008 as compared to fiscal year 2007 was not  necessary.
Other  than  the  chief  executive's  self  assessment  which is  solicited  and
considered by the Compensation  Committee in establishing  compensation  levels,
the chief  executive does not have any role in  establishing  his  compensation.
Furthermore,  the Company  confirms that in future filings,  it will address how
each element of the chief executive officer's total compensation is determined.


Elements of Executive Compensation

Base Salary

Comment:

     5.   Although you  indicate  that you  benchmark  base  salaries  "near the
          average  midpoint for similar  positions"  identified in the survey on
          which you relied,  you have not identified the peer companies.  Please
          tell us the basis for  omitting  the  components  of the  benchmarking
          group. In this regard, we note your reference  broadly  describing the
          companies  as "the high  technology  group  within the  durable  goods
          industry sector"

Response:

The  Company  supplementally  informs  the staff that the  compensation  surveys
provided by the national  third party  provider  and utilized as a  compensation
benchmark did not identify  specific peer companies,  but rather identified peer
groups,  disaggregated by industry, volume of revenue, total employee headcount,
and geographic region. In selecting the appropriate peer group, the Compensation



Committee  utilized the high technology peer group companies  within the durable
goods industry  sector,  having  consolidated  revenues within the range of $100
million and $500 million,  full time  equivalent  employees  within the range of
1,001 and 5,000,  and located in the northeastern  United States.  The Committee
concluded that the  aforementioned  peer group was the most similar with respect
to  industry,  operations,  size  and  location  of the  Company,  and  would be
appropriate in deriving their compensation  benchmarks.  In future filings,  the
Company will provide the above specificity  relative to the peer group companies
utilized.

Comment:

     6.   We note that base salaries for your named executive  officers,  except
          for Dr.  Sammon  changed  during the periods  covered by your  summary
          compensation  table.  Please  explain why the base salary  changed for
          each affected named executive  officer during the last fiscal year and
          discuss the relevant  factors that led to that change.  Please confirm
          that you will include a discussion of material changes in compensation
          in your  Compensation  Discussion and Analysis in future  filings,  as
          applicable. See Item 402(b)(2)(ix) of Regulation S-K.

Response:

The Company  supplementally informs the Staff that base salaries are established
after  consideration  of the  results  of a peer group  compensation  survey (as
discussed  in  comment  number 5  above),  combined  with the  executive's  self
assessment and an estimate of the projected  level of involvement  the executive
will  have in the day to day  operations  of the  Company,  as well as  thorough
consideration   of   the   executive's   performance   to   his/her   respective
pre-determined  goals and  objectives.  With respect to the change in salary for
each affected named executive officer, changes were based on the following:

Ronald  J.  Casciano  - Mr.  Casciano's  base  salary  in  fiscal  year 2008 was
increased  from  his base  salary  in  fiscal  year  2007  after  the  Company's
consideration of the results of the third party peer group survey.  Based on the
Company's  review of the survey results,  it was determined that Mr.  Casciano's
base salary was lower than the average  midpoint  salary of someone serving in a
similar position at the peer companies  included within the survey. As a result,
the Compensation  Committee  approved an increase to Mr. Casciano's base salary,
as indicated within the summary compensation table.

Charles A. Constantino - Mr.  Constantino's  base salary in fiscal year 2008 was
increased from his base salary in fiscal year 2007 as a result of an increase in
Mr.  Constantino's  involvement  in the day to day operations of the Company (to
offset the  reduction  in Mr.  Cortese's  workload  as  discussed  below).  This
increased salary level was approved by the Company's Compensation Committee.

Gregory T. Cortese - Mr. Cortese's base salary in fiscal year 2008 was decreased
from his salary in fiscal  year 2007 as a result of a leave of absence  taken by
Mr.  Cortese in fiscal year 2008,  thereby  decreasing  his level of involvement
with the day to day operations of the Company. Had Mr. Cortese not taken a leave
of absence,  his base salary for fiscal year 2008 would have been unchanged from
that of fiscal year 2007 based on the  operating  performance  of the  Company's
Hospitality operating segment, which Mr. Cortese oversees.


Stephen P. Lynch - Mr.  Lynch's  base salary in fiscal  year 2008 was  increased
from his  fiscal  year 2007 base  salary  as a result  of his  elevation  to the
position of President of the Company's Government segment.

Additionally,  the Company confirms that it will include discussions of material
changes in  compensation in our  Compensation  Discussion and Analysis in future
filings, as applicable.


Incentive Compensation

Comment:

     7.   We note that you have not provided a  quantitative  discussion  of the
          terms of the  necessary  targets  to be  achieved  in  order  for your
          executive  officers to earn their annual  performance  bonuses.  Items
          402(b)(2)(v) and (vi) of Regulation S-K require appropriate disclosure
          of the  specific  items of corporate  performance  that are taken into
          consideration in setting compensation policies and making compensation
          decisions and how specific  forms of  compensation  are structured and
          implemented  to  reflect  these  performance  items.  With  respect to
          performance  target  levels,  to the  extent  you  have  omitted  this
          disclosure  under  Instruction  4 to Item 402 (b) of  Regulation  S-K,
          provide  us with a  detailed  supplemental  analysis  supporting  your
          conclusion and provide appropriate  corresponding  disclosure pursuant
          to  Instruction  4. In  disclosing  the  level of  difficulty  or ease
          associated with achievement of the undisclosed  performance  levels or
          other  factors,  please  provide as much detail as  necessary  without
          disclosing  information  that poses a reasonable  risk of  competitive
          harm. In this regard, consider providing disclosure that addresses the
          relationship  between historical and future achievement and the extent
          to which you set the  incentive  parameters  based upon a  probability
          that you would achieve the performance objectives.


Response:

The  Company  supplementally  informs  the  staff  that  the  specific  items of
corporate  performance  that are taken  into  account  in  setting  compensation
policies and making  compensation  decisions are pretax income from  operations,
revenue, inventory turnover, and collection of accounts receivable.  Each factor
is weighted in  determining  the eligible  incentive  compensation,  noting that
pretax income from  operations and revenue  represent  approximately  85% of the
potential  incentive  compensation to be awarded,  while inventory  turnover and
collections of accounts receivable represent the remaining 15%.

The performance goals are established by the Company's Executive Management Team
and Board of Directors  and correlate to the Company's  annual  operating  plan,
determined based on the Company's  historical results,  and current industry and
economic conditions. The established goals are set with a reasonable probability
of being  achieved,  noting that during the last five  completed  fiscal  years,
"target" performance has been achieved  approximately 40% of the time. Incentive
compensation  begins to be  awarded  when 80% of the target  objective  has been
satisfied (except for the revenue target which begins when 90% of the target has
been achieved).


In future  filings,  the Company will expand  disclosure to include  qualitative
discussion of the terms of the necessary targets to be achieved in order for its
executive officers to earn their annual performance bonuses.


Comment:


     8.   Please  provide  a more  detailed  discussed  linking  achievement  of
          performance targets to the amount of compensation  actually awarded to
          each named executive officer.


Response:

The Company supplementally informs the staff that the achievement of performance
targets  is  most  associated  with  the  Company's  Non-Equity  Incentive  Plan
Compensation.  As stated in the  Company's  response to  question 6 above,  base
salary is established  mostly based on the named executive's  expected role with
the Company,  combined with  consideration  of base pay provided to peer company
executives,  as  determined  through  the review of a third  party  compensation
survey.  Stock awards,  option awards and  non-qualified  deferred  compensation
earnings are generally not  significant  compensation  components  for the named
executives.  As such,  the Company  will focus its response as it relates to the
non-equity incentive compensation provided to each named executive.

Dr. John W. Sammon,  Ronald J.  Casciano and Charles A.  Constantino - Incentive
compensation  for these  named  executives  was linked to each of the  Company's
business  unit's  weighted  pretax  income,  revenue,  inventory  turnover,  and
accounts receivable days sales outstanding.  85% of the total award was based on
pretax income and revenue  targets,  while the remaining 15% was associated with
inventory and collections performance goals. Incentive compensation begins to be
awarded  when 80% of the target  objective  has been  satisfied  (except for the
revenue target which begins when 90% of the target has been  achieved).  Maximum
award limitations are established at 140% of the target  performance  objective,
which translates into 200% of the established award amount for that objective.

Gregory T. Cortese - Mr. Cortese's  incentive  compensation was linked to pretax
income,  revenue,   inventory  turnover,  and  accounts  receivable  days  sales
outstanding  of the  Company's  Hospitality  operating  segment  with  which Mr.
Cortese oversees,  noting that 85% of the total award was based on pretax income
and revenue  targets,  while the remaining 15% was associated with inventory and
collections  performance goals. Incentive compensation begins to be awarded when
80% of the target  objective has been  satisfied  (except for the revenue target
which  begins  when  90%  of  the  target  has  been  achieved).  Maximum  award
limitations are established at 140% of the target performance  objective,  which
translates into 200% of the established award amount for that objective.

Stephen P. Lynch - Mr. Lynch's  incentive  compensation was linked to the pretax
income,  revenue,  and  accounts  receivable  days  sales  outstanding  for  the


Company's  Government  operating  segment with which Mr. Lynch oversees,  noting
that 85% of the total  award was based on pretax  income  and  revenue  targets,
while the remaining  15% was  associated  with  collections  performance  goals.
Incentive compensation begins to be awarded when 80% of the target objective has
been satisfied(except for the revenue target which begins when 90% of the target
has been  achieved).  Maximum award  limitations  are established at 140% of the
target  performance  objective,  which  translates  into 200% of the established
award amount for that objective.

The Company has  disclosed  the range of  potential  non-equity  incentive  plan
awards established for fiscal year 2008 within the "Grants of Plan-Based Awards"
table.


Equity Compensation

Comment:

     9.   Please  provide a more detailed  discussion  of your equity  incentive
          plan.  For example,  explain why options were awarded to Mr. Lynch and
          Mr.  Casciano  during the last  fiscal  year and  clarify  whether the
          options  awarded were incentive stock options or  non-qualified  stock
          options. Explain how the Compensation Committee determined the amounts
          awarded.

Response:

The Company  supplementally  informs the staff that its equity incentive plan is
available to its key employees,  including its named executive officers.  Equity
awards  are  discretionary  and  are  approved  by  the  Company's  Compensation
Committee,  following recommendations from the Company's Stock Option Committee.
The  recommendations  are  typically  established  based  on the key  employee's
assumption of an increased  role within the Company or as a mechanism to provide
compensation competitive with that of the key employee's peers either internally
or after  consideration of the third party  compensation  survey utilized by the
Company.

The  Company  supplementally  informs  the staff that  during  fiscal year 2008,
incentive  stock  options  were  awarded  to Mr.  Lynch,  commensurate  with his
promotion to President of Rome Research  Corporation and PAR Government  Systems
Corporation.  These awards were approved by the Compensation Committee following
recommendation  of the Company's Stock Option Committee based on Mr. Lynch's new
role and the total  compensation  package deemed  appropriate for that increased
role.  This  determination  was made  after  consideration  of the  third  party
compensation  survey  as well as Mr.  Lynch's  historical  performance  with the
Company.

The Company supplementally clarifies that Mr. Casciano did not receive any stock
awards in fiscal  year 2008.  The amount  included  in column "f" of the Summary
Compensation  Table  contained  in  the  Company's  Proxy  Statement  represents
compensation   expense  recognized  in  fiscal  year  2008  from  equity  awards
previously  issued to Mr. Casciano (awards which vested over multiple years), in
accordance with the  recognition  provisions of Financial  Accounting  Standards
Board Statement No. 123R, Share-Based Payment.




Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
- --------------------------------------------------------------------------------
Related      Stockholder      Matters       (Incorporated      by      Reference
- --------------------------------------------------------------------------------
From     Definitive     Proxy     Statement     Filed     April    21,     2009)
- -----------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management

Comment:

     10.  It appears that you have not provided the tabular disclosure  required
          by Item 201(d) of Regulation S-K.  Please advise.  See Question 106.01
          of the  Division of  Corporation  Finance's  Compliance  &  Disclosure
          Interpretations of Regulation S-K.

Response:

The Company  supplementally  informs the staff that the Company has not provided
the tabular  disclosure as required by Item 201(d) of  Regulation  S-K as all of
the  compensation  plans  under  which  equity  securities  of the  Company  are
authorized for issuance have been approved by security shareholders. The Company
does not have any  compensation  plans which have not been  approved by security
shareholders.

With respect to the  disclosure  items  required by Item 201(d)(2) of Regulation
S-K,  although  not in the tabular  format as required by  Regulation  S-K,  the
Company  has  disclosed  the  required  information  within  Footnote  7 to  the
Consolidated  Financial  Statements,  included  within Item 15 of its Form 10-K.
With respect to each requirement of Item 201(d)(2) of Regulation S-K:

     (i)  The number of securities to be issued upon the exercise of outstanding
          options, warrants, and rights: 980,000

     (ii) The  weighted-average  exercise  price  of  the  outstanding  options,
          warrants and rights disclosed pursuant to paragraph  (d)(2)(i) of this
          item: $4.63

     (iii) Other than  securities to be issued upon the exercise of  outstanding
          options, warrants, and rights disclosed in paragraph (d)(2)(i) of this
          Item,;  the  number  of  securities  remaining  available  for  future
          issuance under the plan: 740,000

In future filings, the Company will disclose the information in the tabular
format as required by Item 201(d) of Regulation S-K.


Signatures

Comment:

     11.  We note that you did not identify the person signing the annual report
          on Form 10-K in the capacity of  controller  or  principal  accounting
          officer.  See  paragraph 2 (a) of General  Instruction D to Form 10-K.


          Note that any  person  who  occupies  more  than one of the  specified
          positions  must  indicate  each  capacity in which he or she signs the
          report.  See  paragraph  2(b) of General  Instruction  D to Form 10-K.
          Please advise


Response:

The  Company  supplementally  informs the staff that  Ronald J.  Casciano,  Vice
President,  Chief Financial Officer and Treasurer,  also serves as the Company's
Chief  Accounting  Officer,  as required by  paragraph  2(a) and 2(b) of General
Instruction D to Form 10-K. As Ronald J. Casciano  occupies more than one of the
specified positions, the Company will indicate each capacity in future filings.



List of exhibits

Comment:

     12.  It   appears   that  you  have  not  filed   your   lease   with  John
          Springer-Miller as an Exhibit.  Please file the lease as an exhibit to
          the  Form  10-K  pursuant  to Item  601 (b)  (10)  (ii)  (A) or (D) of
          Regulation  S-K,  or  provide  us  with  your  analysis  as to how you
          determined not to file the lease as an exhibit.

Response:

The Company  supplementally  informs the staff that in determining  the required
exhibits to be filed with the Form 10-K for the fiscal year ended  December  31,
2008,   the   Company   considered   the   guidance  as   promulgated   by  Item
601(b)(10)(ii)(A)  and (D) of Regulation S-K related to contracts and leases and
determined that the lease with John Springer-Miller was immaterial in amount and
therefore did not require  inclusion as an exhibit.  In making this  materiality
determination, the Company considered the fact that quantitatively, total fiscal
year 2008  expense  associated  with  this  lease  represented  only 0.6% of the
Company's  consolidated  operating  expenses for fiscal year 2008.  Furthermore,
this lease  represented only 13% of total operating lease expense in fiscal year
2008 which was also  determined to be immaterial  based on the 15%  quantitative
materiality threshold as noted in Item 601(b)(10)(ii)(C) related to fixed assets
(although this relates to a different type of contract,  the company  considered
the 15% as a benchmark in assessing quantitative materiality).  Furthermore,  as
the lease  expires on  September  30,  2009,  the  Company  determined  it to be
qualitatively immaterial.

Although not filed as an exhibit  within its Form 10-K for the fiscal year ended
December 31, 2008,  the Company has disclosed the existence of this lease within
Footnote 13 to the Consolidated  Financial Statements included within Item 15 of
its Form 10-K and has  included  disclosure  of the  related  party  transaction
within the Company's annual proxy filing.



Comment:

     13.  You  have  indicated  that  32% of your  revenues  were  derived  from
          government  Contracts  for the fiscal year ended  December  31,  2008.
          please  provide us with your analysis as to how you  determined not to
          file the contracts as exhibits  Pursuant to Item 601 (b) (10) (ii) (B)
          or Regulation S-K.

Response:

The Company  supplementally  informs the staff that in determining  the required
exhibits to be filed with the Form 10-K for the fiscal year ended  December  31,
2008,   the   Company   considered   the   guidance  as   promulgated   by  Item
601(b)(10)(ii)(B)  of Regulation  S-K related to contracts and  determined  that
although 32% of the Company's  consolidated  revenue was derived from government
contracts,   this  revenue  was  derived  from  numerous  different   government
contracts.  As such,  the Company's  government  operation is not  substantially
dependent on any one contact and these contracts are, in addition,  entered into
in the ordinary  course of the Company's  government  business.  Therefore,  the
Company determined it not necessary to file the contacts as exhibits pursuant to
Item 601(b)(10)(ii)(B) of Regulation S-K.



Exhibits 31.1 and 31.2

Comment:

     14.  The certifications may not be changed in any respect from the language
          of Item 601 (b)  (31) of  Regulation  S-K,  even if the  change  would
          appear to be  inconsequential  in nature.  See  Section  II.B.4 of SEC
          Release  No.  34-46427.  We note  that  you have  made  the  following
          changes:

               o    Replaced  the  word   "report"   with  "annual   Report"  in
                    paragraphs 2 and 3;
               o    Modified the language of paragraph 4(d); and
               o    Deleted the language "(or persons  performing the equivalent
                    functions)" in the introductory language in paragraph 5.

               Please  confirm that you will conform your  disclosures in future
               filings to the exact  language of  provided  Item 601 (b) (31) of
               Regulation  S-K.  Please note that this  comment  also applies to
               your Form 10-Q for the fiscal quarter ended March 31, 2009.



Response:

The  Company  supplementally  confirms  with  the  staff  that it  will  conform
disclosures in future filings to the exact language  provided in Item 601(b)(31)
of Regulation S-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 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, Treasurer
and Chief Accounting Officer