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Mail Stop 4561         December 23, 2009  Mr. Brian E. Shore President and Chief Executive Officer Park Electrochemical Corp. 48 South Service Road Melville, NY  11747
Re: Park Electrochemical Corp.
 Form 10-K Filed on May 15, 2009
Form 8-K Filed on December 22, 2009
 File No. 001-04415

Dear Mr. Shore:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K For the Fiscal Year Ended March 1, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 General, page 25

1. We note the recognition of a $16.5 million gain realiz ed during the 2009 fiscal
year as a result of “certain legal proceed ings in Germany.”  It appears from
disclosures on page 61 that these liabilities related to pension, environmental and other liabilities.  Please de scribe, in reasonable detail, the nature of the liabilities

Mr. Brian E. Shore
Park Electrochemical Corp.
December 23, 2009 Page 2
involved, the legal proceedings that resu lted in your dete rmination that your
settlement of these obligati ons is now remote and what contingencies remain.  In
this regard, explain why you believe that  you have satisfied paragraph 16(b) of
SFAS 140 in order to derecogni ze these liabilities.
 Item 8. Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 17 – Geographic Regions, page 65

2. Tell us what consideration has been given to the identifi cation of operating
segments, as defined in paragraph 10 of  SFAS 131.  We note your description of
three product lines, however, your disclosure  does not include any reference to
reportable segments as outlined in para graph 16 of SFAS 131.  In this regard,
explain why each product line did not qualify as a reportable operating segment.
We note your prior disclosure in your Form 10-K for fiscal year 2007 that you
considered yourself to operate in one business segment because the advanced composite materials product line “compr ised less than 10% of your assets,
revenues and profit from operations on an ab solute basis.”  We further note that
your recent disclosures indicate the incr easing importance of this product line and
that the prior disclosure s are absent from the most recent Form 10-K.
 Item 11. Executive Compensation (Incorporated by reference from Definitive Proxy
Statement on Schedule 14A filed on June 24, 2009)
 Compensation Discussion and Analysis, page 6

 General

3. Please refer to the staff’s prior comment  from our letter dated January 30, 2008,
relating to the executive compensation disc losure in your Form 10-K for the fiscal
year ended February 25, 2007.  In respons e to this prior comment, you indicated
in your response letter dated February 7, 2008, that the company would review its
disclosure in light of the then-recent staff guidance on executive compensation
disclosure, available at http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm
.  Please
tell us how you considered this staff guidance and the particular items our prior comment suggested the company sh ould consider in preparing your
Compensation Discussion and Analysis for fiscal year 2009.  In this regard, we note that other than your discussion of equity compensation awarded to your
named executive officers, the company’s Compensation Discussion and Analysis for fiscal year 2009 is substantially sim ilar to that provided for fiscal year 2008.

Mr. Brian E. Shore
Park Electrochemical Corp.
December 23, 2009 Page 3  4. Further to the comment immediately above , it is not clear how you determine the
amount to pay for each element of y our compensation program.  See Item
402(b)(1)(vi) of Regulation S-K.  You pr ovide general disclosure of certain
factors, such as “individual performance,” that are considered by the committee in determining material elements of compensation.  However, your disclosure lacks sufficient quantitative or qualitative analysis regard ing the determination of
amounts paid and other factors necessary for a complete understanding of your compensation programs.  Please explain a nd place in context how you considered
each element of compensation and why de terminations with respect to one
element may or may not have influenced  the committee’s decisions with respect
to other allocated awards.
5. It appears from your disclosure that certain items of i ndividual and/or corporate
performance were material to Park’s  executive compensation policies and
decision-making processes for fiscal 2009, for example, in determining base salaries, annual bonuses, equity compensa tion, and pension benefits.  However,
you have not identified the specific items of corporate or individual performance
that the committee considers in setting compensation policies and making compensation decisions nor explained in a meaningful way how such items are
considered in determining actual compensa tion.  Please discuss the specific items
and/or targets relating to i ndividual and corporate perfor mance that are material to
Park’s executive compensation policies a nd decision-making processes for fiscal
2009.  Explain how specific forms of compensation are structured and implemented to reflect these performance items.  See Item 402(b)(2)(v)-(vii) of Regulation S-K.  To the extent that you ha ve omitted disclosure of target levels
with respect to certain performance-related factor(s) in reliance on Instruction 4 to
Item 402(b) of Regulation S-K, please advise  in your response le tter which target
level(s) you have omitted on this basis and confirm that in each such instance you have a competitive harm anal ysis that supports your reli ance on that instruction.
 Base Salaries

6. You state that salaries of the company’ s named executive officers are determined
in part based on “information gathered in formally as to compensation levels of
comparable companies in the same geographic location as the Company.”  We note also your general disclosure indica ting that the company’s compensation of
its executive officers, other than its ch ief executive officer, is intended to be
competitive with the compensation of  executive officers of comparable
companies, but that it is difficult for the company to ascertain meaningful
comparisons in this regard.  To the ex tent the company engages in benchmarking
of total compensation or any material element of compensation, please identify
the comparable companies and the benchmark, and disclose where actual compensation awards fell in comparison to  the targeted benchmark.  If you do not

Mr. Brian E. Shore
Park Electrochemical Corp.
December 23, 2009 Page 4
benchmark compensation, please clarify th e manner in which you utilize the data
relating to the comparable companies.
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters (Incorporated by re ference from Definitive Proxy Statement on
Schedule 14A filed on June 24, 2009)
 Transactions with Related Persons, page 14

7. You disclose that the company’s policies require approval by your general counsel or chief executive officer and the board of directors of “any transaction
between the Company and any director or  executive officer of the Company or
any immediate family member of a director  or executive officer of the Company.”
Please advise, and disclose in future filings, whether this policy applies to all transactions with related persons within the meaning of Item 404(a) of Regulation
S-K, including stockholders covered by Item  403(a).  See Instruction 1.b.i to Item
404(a).  Please also ensure that you provide all of the disclosure required by Item
404(b)(1) with respect to your  policy for approval of transactions with related
persons, including, for example, a descrip tion of the standards to be applied
pursuant to your policy.
 Form 8-K Filed on December 22, 2009

8. Please tell us how your presentation of the non-GAAP measures Net Earnings
before Special Items and Basic and Dilu ted Earnings Per Share before Special
Items meets the requirements of Item  10(e)(1)(i) of Regulation S-K.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Brian E. Shore
Park Electrochemical Corp. December 23, 2009 Page 5
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Tamara Tangen, Staff Accountant, at (202) 551-3443 if you
have any questions regarding comments on the financial statements and related matters.
Please address questions re garding all other comments to Katherine Wray, Staff
Attorney, at (202) 551-3483 or Mark Shuman, Legal Branch Chief, at (202) 551-3462.  If
you need further assistance, you ma y contact me at (202) 551-3730.

      S i n c e r e l y ,
         Stephen G. Krikorian
Accounting Branch Chief