SecProbe.io

March 9, 2012

Via Facsimile
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 for the Fiscal Year Ended February 27, 2011
Filed on May 12, 2011
Forms 8 -K filed on September 27, 2011 and December 21, 2011
File No. 001 -04415

Dear Mr. Shore :

We have reviewed your filing s and have the following comments.  Please note that we
have  limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten busine ss days by amending your filings,  by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please t ell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the fiscal year ended February 27, 2011
Management’s Discussion and Analysis
Results of operations, page 31
1. We note from your income tax and geographic regions disclosures in Notes 7 and 16 on
pages 57 and 67 respectively, disproportionate relationships among U.S. and foreign
earnings before income taxes, ta x rates and sales. The disproportionate magnitude of your
U.S. and foreign revenues to tax effects appears to require expanded MD&A disclosures
as to how income tax planning has historically impacted or is reasonably likely to impact
future results of oper ations and financial position.  We would expect that disclosure

Mr. Brian E. Shore
Park Electrochemical Corp.
March 9 , 2012
Page 2

 should explain in separate detail the foreign effective income tax rates and their
importance in understanding U.S. and foreign sales and contributions to your results of
operations.  Consider  revision to MD&A to explain the foregoing issues in future filings
or tell us why revision is not required.  We refer you to Item 303(a)(3)(i) of Regulation S -
K and Section III.B of SEC Release No. 33 -8350.

Liquidity and Capital Resources, page 37
2. Tell us what consideration you gave to providing disclosures regarding the potential
impact on liquidity associated with the repatriation of undistributed earnings of foreign
subsidiaries.  You disclose in Note 1.p on page 54 that U.S. federal income tax has no t
been provided on approximately $181,000,000 of undistributed earnings as of February
27, 2011.   Additionally, consider disclosing the amount of cash and investments that are
currently held by your foreign subsidiaries and the tax impact of repatriating the
undistributed earnings of foreign subsidiaries.  We refer you to Item 303(a)(1) of
Regulation S -K and Section IV of SEC Release 33 -8350.

Notes to Consolidated Financial Statements
Note 7. Income taxes, page 58
3. We note the caption in your effective i ncome tax rate reconciliation for foreign tax rate
differentials.  Please clarify what this amount represents and how it is determined in each
of the three years presented.  Identify the significant components of this item.

Note 15. Contingencies, page 65
4. Clarify what is meant by your conclusion that the ultimate disposition of known
environmental matters will not have a material adverse effect on the liquidity, capital
resources, business or consolidated results of operations or financial position of the
Company but could  have a significant negative impact on the Company's consolidated
results of operations or financial position for a particular reporting period. In view of
your litigation and environmental contingencies if there is a reasonable possibilit y that a
loss exceeding amounts already recognized may have been incurred and the amount of
that additional loss would be material you must either disclose the estimated additional
loss, or state that such an estimate cannot be made.  Please tell us whethe r you believe
that it is reasonably possible that additional losses would be material and, if so, how your
disclosures comply with paragraphs 3 through 5 of ASC 450 -20-50 and SAB Topic 5Y.
5. We note your disclosure that recorded environmental liabilities do not include those
associated with insurance carrier indemnification agreements.  With respect to your
insurance coverage please confirm, if true, that related assets and liabilities are not offset

Mr. Brian E. Shore
Park Electrochemical Corp.
March 9 , 2012
Page 3

 (i.e., reported at a net amount) unless a right of setof f exists. See FASB ASC 210 -20-05-
1.  In addition, please disclose whether the estimates associated with your loss
contingencies are gross or net of any third -party recoveries. To the extent that there are
uncertainties or limitations associated with these recoveries (e.g., recovery is under
litigation or third -party is experiencing financial difficulty), please also disclose:
• The nature of these uncertainties or limitations;
• estimates associated with your loss contingencies independent of any uncertain or
limited third -party recoveries; and
• when you accrue for these recoveries.
Forms 8 -K filed on September 27, 2011 and December 21, 2011
6. Revise the title of the performance table in your press release to clearly identify its non -
GAAP nature. For the “special item” lines occurring in any given period, please
separately identify and quantify such amounts in this tabular presentation or provide note
reference to the detailed operating information.

7. Refer to the “Detailed operating information” on the last page of  your press releases.  We
believe the non -GAAP condensed operating statement format appearing your press
releases conveys undue prominence to a statement based on non -GAAP information.
Please revise in consideration of Question 102.10 of our Compliance an d Disclosure
Interpretations available at  http://sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .
Other
8. We note your issuance of a press release on January 26, 2012 announcin g the closure of
your Waterbury, CT facility at the end of April.  Please tell us what consideration was
given to whether this event resulted in a reporting requirement pursuant to Item 2.05 of
Form 8 -K.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Mr. Brian E. Shore
Park Electrochemical Corp.
March 9 , 2012
Page 4

 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 as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Tamara J. Tangen, Staff Accountant , at (202) 551 -3443 if you have
questions regarding comments on the financial statements and re lated matters.  Please contact me
at (202) 551 -3730  with any other questions.

Sincerely,

/s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant