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Mail Stop 4561         A p r i l  2 9 ,  2 0 1 0   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 March 19, 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 March 1, 2010.

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

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Prior Comment No. 1

1. We are considering your responses to pr ior comments regarding the derecognition
of the liabilities associated  with the company’s Dielektra GmbH subsidiary.  You
have described the court’s 2009 dismissa l of “the claim of the insolvency
administrator…in its entirety and released the Company from any obligation or
liability with respect to such clai m.”  Paragraph 16b of SFAS 140 defines
extinguishment of liabilities as the legal rel ease, judicially or by the creditor, of the
debtor from being the primary obligor, while SFAS 5 requires a liability be
recorded if it is probable and estimable.   Given your description of the court’s
dismissal, please explain the reasons why the dismissal does not qualify as a legal

Mr. Brian E. Shore
Park Electrochemical Corp. April 29, 2010 Page 2
release pursuant to SFAS 140.  Discuss the sp ecific terms of the court’s dismissal,
that is, does there remain some possibility of a claim in a different jurisdiction?

2. Tell us why you believe that the liabi lities were subject to SFAS 5 upon the
insolvency of your German subsidiary.  Th at is, indicate why th e liabilities do not
remain in the scope of the accounting literature used to initially recognize those liabilities.  Explain why the probability of  a claim being assert ed is determinative
of being legally released from your ob ligation and why you believe that use of
SFAS 5 is the proper literature to account for both the recognizing and derecognizing of th ese liabilities.

* * * * * * *

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