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    Unassociated Document

    Via Edgar
and Overnight Mail

    January
29, 2010

    Mr.
Stephen G. Krikorian

    Accounting
Branch Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    Washington,
DC 20549

    Mail Stop
4561

              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.
Krikorian:

    We have
reviewed the comments relating to the above referenced filings presented in the
letter signed by you and dated December 23, 2009 to Mr. Brian E. Shore,
President and Chief Executive Officer of Park Electrochemical Corp. (hereinafter
“Park” or the “Company”).  The comments and Park’s responses to the
comments are set forth below.

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

    Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

    General, page
25

    COMMENT:

              1.

              We
      note the recognition of a $16.5 million gain realized during the 2009
      fiscal year
      as a result of “certain legal proceedings in Germany.” It appears from
      disclosures on page 61 that these liabilities related to pension,
      environmental and other liabilities.  Please describe, in
      reasonable detail, the nature of the liabilities involved, the legal
      proceedings that resulted in your determination that your settlement of
      these obligations 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 derecognize these
  liabilities.

    RESPONSE:

    On
February 4, 2004, the Company announced that it was discontinuing its financial
support of its Dielektra GmbH (“Dielektra”) subsidiary located in Cologne,
Germany. Without the Company’s financial support, Dielektra filed an insolvency
petition, which

    48 South
Service Road, Suite 300, Melville, NY 11747 / Phone +1.631.465.3600 / Fax
+1.631.465.3100 / www.parkelectro.com

    ultimately
resulted in the liquidation of Dielektra.  In accordance with SFAS No.
144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the
Company treated Dielektra as a discontinued operation. As a result of the
discontinuation of financial support for Dielektra, the Company recognized an
impairment charge of $22,023,000 for the write-off of Dielektra assets and other
costs during the fourth quarter of the 2004 fiscal year.  The Company
continued to report the liabilities from these discontinued operations on the
Company’s Consolidated Balance Sheet, because in its judgment the likelihood of
the Company’s incurring such liabilities was not remote.  These
liabilities from discontinued operations totaled $17,251,000 and consisted of
$12,094,000 for Dielektra’s deferred pension liability, $2,156,000 for accounts
payable, $2,121,000 for environmental liabilities and $880,000 for accrued
employee costs and other accrued expenses.

    The
insolvency administrator of Dielektra filed a legal action against the Company
with the Commercial Court of Cologne, Germany in December 2007 requesting the
payment of €15,535,000 to satisfy the aforementioned pension, environmental and
other liabilities. In December 2008, the Court dismissed the claim against the
Company in its entirety and ordered the insolvency administrator to bear the
costs of the proceedings.  Therefore, the Company recorded, in its
fourth fiscal quarter ended March 1, 2009, a discontinued operations benefit of
$16,486,000 related to the elimination of the liability from the discontinued
operations of its Dielektra GmbH subsidiary located in Germany. (The Company had
paid a small portion ($765,000) of the total liabilities from discontinued
operations of $17,251,000, as originally reported, earlier in the fiscal year
ended March 1, 2009 and in the prior fiscal year.)

    Item 8. Financial Statements
and Supplementary Data

    Notes to Consolidated
Financial Statements

    Note 17— Geographic Regions,
page 65

    COMMENT:

              2.

              Tell
      us what consideration has been given to the identification 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 paragraph 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
      “comprised less than 10% of your assets, revenues and profit from
      operations on an absolute basis.” We further note that your recent
      disclosures indicate the increasing importance of this product line and
      that the prior disclosures are absent from the most recent Form
      10-K.

    RESPONSE:

    The
Company is an advanced materials company which develops, manufactures, markets
and sells printed circuit materials principally for the telecommunications and
internet infrastructure and high-end computing markets and advanced composite
materials, parts

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    and
assemblies principally for the aerospace markets.  The Company’s
various materials have separate (i) prices, (ii) targeted yields and (iii)
actual yields, which are not related to any particular market. The Company’s
chief operating decision maker reviews financial information presented on a
consolidated basis for the Company and its subsidiaries, or business units, as a
whole, as well as information about revenues and operating margins by subsidiary
for the purpose of understanding overall production effectiveness. (A subsidiary
may manufacture both printed circuit materials and advanced composite
materials.)  The chief operating decision maker considers material and
customer profitability from an operational prospective, irrespective of market,
to determine the strategic direction of the Company and to understand and
determine the necessary investments in infrastructure that may be required to
penetrate new customers, programs or markets. The Company does not maintain
discrete sales and performance financial data with respect to markets, and it is
not practical for the Company to do so. The markets in which the Company sells
its materials do not represent segments by which the Company allocates resources
or measures its performance.

    The Company has evaluated the
pertinent sections of SFAS 131 and SEC Release No. 33-7620 in identifying its
reportable operating segments and believes that it is comprised of two operating
segments: advanced materials, and composite parts and assemblies. The Company’s
advanced materials segment includes advanced composite materials and printed
circuit materials. Paragraph 10 of SFAS 131 defines an operating segment as a
component of an enterprise that “(a) engages in business activities from which
it may earn revenues and incur expenses…, (b) whose operating results are
regularly reviewed by the enterprise’s chief operating decision maker to make
decisions about resources to be allocated to the segment and assess its
performance, and (c) for which discrete financial information is
available.”

      The
Company’s advanced materials operating segment represents the Company’s primary
business activity from which it earns revenues and incurs expenses. The
Company’s composite parts and assemblies  operating segment comprises
less than 10% of the Company’s assets, revenue and earnings from operations on
an absolute basis and, therefore, does not meet any quantitative threshold for
separate reporting.

      The
Company’s chief operating decision maker does not separately review the
operating results of printed circuit materials and advanced composite materials
within the advanced materials operating segment in making decisions about
allocating the Company’s resources and assessing its performance. Further, the
Company does not maintain discrete financial information for printed circuit
materials and advanced composite materials, and it is not practical for the
Company to do so.

    In
addition, the Company’s management structure is not aligned from a product line
or market perspective as described in paragraphs 14 and 15 of SFAS
131.

    Printed
circuit materials and advanced composite materials within the advanced materials
operating segment have common management and exhibit similar long-term financial

        3

    performance,
including similar long-term average growth margins.  In addition,
these product lines are identical or very similar in the nature of
their:

              §

              economic
      characteristics;

              §

              products;

              §

              raw
      materials;

              §

              manufacturing
      processes;

              §

              manufacturing
      equipment;

              §

              customers
      and markets;

              §

              methods
      used to market, sell and distribute the products;
  and

              §

              regulatory
      environment.

    As stated
in the message from the Company’s President
and Chief Executive Officer in the Company’s 2008 Annual Report, the Company’s
core capabilities of polymer chemistry formulation and coating technology
depicted in the Annual Report represent the unifying elements for Park’s product
lines and for Park as a company. The Company’s news releases also state that its
core capabilities are in the areas of polymer chemistry formulation and coating
technology.  These core capabilities are essential to both the printed
circuit materials product line and the advanced composite materials product
line, because the manufacturing processes in both product lines involve the
formulation of resins (polymer chemistry) and the coating of such resins on
various substrates or reinforcements. The printed circuit and advanced composite
materials product lines utilize identical or very similar raw materials,
identical or very similar manufacturing equipment, which is almost
interchangeable, and identical or very similar manufacturing processes. In
addition, the Company has only one research and development group conducting
research and development in both product lines, one business development group
working in both product lines, one purchasing group purchasing raw materials for
both product lines, and one marketing and sales group with the same marketing
and sales employees responsible for both the printed circuit materials and
advanced composite materials product lines and with each marketing and sales
employee responsible for all the products in both such product
lines.

    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

    COMMENT:

              3.

              Please
      refer to the staff’s prior comment from our letter dated January 30, 2008
      relating to the executive compensation disclosure in your Form 10-K for
      the fiscal year ended February 25, 2007. In response 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 should consider in preparing
      your

        4

              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 similar to that provided
      for fiscal year 2008.

    RESPONSE:

    The
compensation committee determined specific payouts, consisting only of salary
increases, if any, bonuses, if any, and stock option awards, if any, based
generally on the Chief Executive Officer’s and the committee’s subjective view
of the overall performance of each individual , any changes in functional
responsibility, promotions and the other factors described in the Company’s
Proxy Statement, dated June 24, 2009, for its Annual Meeting of Shareholders
held on July 21, 2009, including the Company’s overall results of operations.
The committee does not utilize or consider any pre-determined or other objective
criteria.  As described in the response to Comment 6 below, the
Company does not engage in benchmarking of any elements of the compensation
program.  Specific items of corporate performance, other than the
Company’s results of operations, were not taken into consideration in making
compensation decisions, and specific forms of compensation are not structured
and implemented to reflect specific items of corporate performance. Accordingly,
after reviewing the staff guidance referred to in the staff’s prior comment from
its letter dated January 30, 2008, the Company determined that its disclosure
was consistent with that guidance.

    COMMENT:

              4.

              Further
      to the comment immediately above, it is not clear how you determine the
      amount to pay for each element of your compensation program. See Item
      402(b)(1)(vi) of Regulation S-K. You provide 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 regarding
      the determination of amounts paid and other factors necessary for a
      complete understanding of your compensation programs. Please explain and
      place in context how you considered each element of compensation and why
      determinations with respect to one element may or may not have influenced
      the committee’s decisions with respect to other allocated
      awards.

    RESPONSE:

    The
committee generally provides annual increases in base salaries to compensate for
general inflation and cost-of-living increases and occasional, special increases
as a result of changes in functional responsibility, promotions, extraordinary
efforts, or special accomplishments and the other factors described in the
Company’s Proxy Statement, dated June 24, 2009, for its Annual Meeting of
Shareholders held on July 21, 2009. The committee considers bonuses based
generally on the Chief Executive Officer’s and the committee’s subjective view
of the individual’s overall performance and on the Company’s overall results of
operations and the other factors described in the aforementioned Proxy
Statement. The committee provides annual stock option grants, which are the
Company’s only form of equity compensation, based generally on the
individual’s

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    position
in the Company and salary level and the Chief Executive Officer’s and the
committee’s subjective view of the individual’s overall performance and the
other factors described in the aforementioned Proxy Statement.

    COMMENT:

              5.

              It
      appears from your disclosure that certain items of individual 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,