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Mail Stop 4561         February 23, 2010  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 your response letter dated January 29, 2010 in connection with
the above-referenced filings and have the fo llowing 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.  Unless otherwise noted, where prio r comments are referred to they refer to
our letter dated December 23, 2009.

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 are considering your response to prio r comment 1.  As previously requested,
explain why you believe that you have sati sfied paragraph 16(b) of SFAS 140 in
derecognizing these liab ilities.  In this regard, your response states that “the Court
dismissed the claim against the company in its entirety and ordered the insolvency administrator to bear the costs of th e proceedings.”  Your response should
specifically describe the releas e of the liabilities in the c ontext of paragraph 16(b).

Mr. Brian E. Shore
Park Electrochemical Corp.
February 23, 2010 Page 2  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

2. In response to prior comment 3, you advi se that your compensation committee
determines specific payouts under the vari ous elements of executive compensation
based on the chief executive officer’s a nd the committee’s “subjective view” of a
number of general factors, and that the committee “does not utilize or consider any
pre-determined or other obj ective criteria” in determining executive compensation.
Please confirm that you will clearly disclose in future filings, if applicable for the
relevant period, the subjective nature of the compensation committee’s pay determinations.  In this regard, we note  the statement in the closing of your
response letter indicating that you will in clude the information provided in your
responses in future filings, “as appropriate.”
3. In addition, it remains unclear from your filing and your responses to prior comments 3, 4 and 5 what the elements of your executive compensation program are designed to reward and how the comm ittee determines the amount to award for
each element.  See Item 402(b)(ii) and (v) of Regulation S-K.  In particular, as
previously requested, please provide a more meaningful descripti on of the items of
individual and/or corporate performance that the compensation committee subjectively considers in determining the amounts to award as salary increases,
bonuses, equity compensation and any other elements of executive compensation, in each case to the extent material.
In this regard, we note your statement in  response to prior comment 4 that the
committee considers subjective assessments of an executive’s “overall
performance” and of the company’s “overa ll results of operations” (among other
factors) in determining bonus awards, and that it considers subj ective views of an
executive’s “overall performance” and othe r factors in determining annual stock
option grants.  We note further your statement in response to prior comment 5 that the committee “does not consider specifi c items of corporate or individual
performance, other than the Company’s overall results of ope rations” in making
compensation decisions.  Please explain how you assess “overall” individual and corporate performance for purposes of de termining executive compensation.  For
example, discuss the individual qualities or achievements (e.g., leadership ability,
contribution to company’s growth, etc.) a nd the particular items of the company’s
results of operations (e.g., revenues, net ea rnings, etc.) that are material to the
committee’s subjective compensation decisi ons.  Please also clearly explain the
way that such qualitative inputs are u ltimately translated into objective pay
determinations.

Mr. Brian E. Shore
Park Electrochemical Corp. February 23, 2010 Page 3
* * * * * * *

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 cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comments.
 You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 if you have
any questions regarding comments on the financ ial statements and related matters.  Please
address questions regarding a ll 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 may contact me at (202) 551-3730.
        S i n c e r e l y ,

      Stephen G. Krikorian
Accounting Branch Chief