SecProbe.io

CORRESP
 1
 filename1.htm

 pke20260117_corresp.htm

 Park Aerospace Corp.
 1400 Old Country Road
 Westbury, NY 11590

 January 20, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Erin Donahue

 Re:

 Park Aerospace Corp.

 Registration Statement on Form S-3

 File No. 333-292696

 Filed January 13, 2026

 Dear Ms. Donahue:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Park Aerospace Corp. (the “Company”) hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated so that it will become effective at 4:30 p.m. Eastern time on January 21, 2026, or as soon as practicable thereafter.

 Please contact Thomas S. Levato of DLA Piper LLP (US), counsel to the Company, at (212) 335-4545 with any questions, and please notify him when this request for acceleration has been granted.

 Sincerely,

 PARK AEROSPACE CORP.

 By:

 /s/ Brian E. Shore

 Name: Brian E. Shore

 Title: Chief Executive Officer

 cc: Thomas S. Levato, DLA Piper LLP (US)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 16, 2026

Brian Shore
Chief Executive Officer
PARK AEROSPACE CORP
1400 Old Country Road
Westbury, NY 11590

 Re: PARK AEROSPACE CORP
 Registration Statement on Form S-3
 Filed January 13, 2026
 File No. 333-292696
Dear Brian Shore:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 23, 2024
P. Matthew Farabaugh
Chief Financial Officer
Park Aerospace Corp.
1400 Old Country Road
Westbury, NY 11590
Re:Park Aerospace Corp.
Form 10-K for Fiscal Year Ended February 26, 2023
File No. 001-04415
Dear P. Matthew Farabaugh:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

	pke20240118_corresp.htm

January 18, 2024

Ms. Mindy Hooker

Mr. Kevin Stertzel

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

			Re:

			Park Aerospace Corp.

			Form 10-K for the year ended February 26, 2023

			Forms 8-K Filed May 11, 2023

			File No. 1-4415

Dear Ms. Hooker and Mr. Stertzel

We have reviewed the comments relating to the above filings presented in your letter dated December 19, 2023 to Mr. P. Matthew Farabaugh, Senior Vice President and Chief Financial Officer of Park Aerospace Corp. Park’s responses to your comments are below:

Form 10-K filed May 12, 2023

Financial Statements

Note 4 - Income Taxes, page 48

Comment 1. Note 4 to the consolidated financial statements rate reconciliation includes a line item described as "ASC 740-10 change." I am confirming this line item relates to the change in uncertain tax positions.

In future filings we will modify the description to more clearly convey the nature of the adjustment.

Form 8-K Filed May 11, 2023

Reconciliation of Non-GAAP Financial Measures, page 6

Comment 2. We do feel our presentation of the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure can be easily followed by investors however, we will change our presentation in future filings to comply with your request. In future filings we will clearly reconcile from Net Earnings, the most directly comparable GAAP measure, to Adjusted EBITDA to comply with your request.

Thank you for your consideration.

Sincerely,

/s/ P. Matthew Farabaugh

P. Matthew Farabaugh

Senior Vice President and Chief Financial Officer

Park Aerospace Corp.

486 North Oliver Road, Building Z, Newton, KS 67114 / Phone +1.316.283.6500 / Fax +1.316.283.3639 / www.parkaerospace.com

CORRESP
1
filename1.htm

	pke20240104_corresp.htm

January 4, 2024

Mr. Kevin Stertzel

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

			Re:

			Park Aerospace Corp.

Form 10-K for the year ended February 26, 2023

Forms 8-K Filed May 11, 2023

File No. 1-4415

Dear Mr. Stertzel

We are in receipt of your letter dated December 19, 2023, regarding the above referenced filings for Park Aerospace Corp. The holidays have delayed our ability to prepare a thorough response. We request an additional ten business days, to January 18, 2024, to respond to your comments.

Thank you for your consideration.

Sincerely,

/s/ P. Matthew Farabaugh

P. Matthew Farabaugh

Senior Vice President and Chief Financial Officer

Park Aerospace Corp.

United States securities and exchange commission logo
December 19, 2023
P. Matthew Farabaugh
Chief Financial Officer
Park Aerospace Corp.
1400 Old Country Road
Westbury, NY 11590
Re:Park Aerospace Corp.
Form 10-K for Fiscal Year Ended February 26, 2023
Form 8-K Filed May 11, 2023
File No. 001-04415
Dear P. Matthew Farabaugh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed May 12, 2023
Financial Statements
Note 4 - Income Taxes, page 48
1.We note the line item in your rate reconciliation described as "ASC 740-10 change."  It
appears this reconciling item may relate to the change in uncertain tax positions.   Please
confirm our understanding and, in future filings, modify the description of this line item to
more clearly convey the nature of the adjustment.

 FirstName LastNameP. Matthew Farabaugh
 Comapany NamePark Aerospace Corp.
 December 19, 2023 Page 2
 FirstName LastName
P. Matthew Farabaugh
Park Aerospace Corp.
December 19, 2023
Page 2
Form 8-K Filed May 11, 2023
Reconciliation of Non-GAAP Financial Measures, page 6
2.We note that you present Adjusted EBITDA as a non-GAAP performance measure.
However, your reconciliation does not reconcile Adjusted EBITDA to the most directly
comparable GAAP measure, net income (loss), as required by Item 10(e)(1)(i)(B) of
Regulation S-K.  Please revise your presentation in future filings accordingly.
Additionally, in future filings, please revise the format of the non-GAAP reconciliation to
eliminate the partial non-GAAP income statement currently presented. Refer to the
guidance in Question 102.10 of the Division's Compliance & Disclosure Interpretations on
Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at 202-551-3723 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
February 11, 2021
P. Matthew Farabaugh
Chief Financial Officer
Park Aerospace Corp.
1400 Old Country Road, Suite 409N
Westbury, NY 11590
Re:Park Aerospace Corp.
Form 10-K for the Fiscal Year Ended March 1, 2020
Filed May 14, 2020
File No. 001-04415
Dear Mr. Farabaugh:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

	pke20210210_corresp.htm

January 29, 2021

Dale Welcome

Securities and Exchange Commission

Washington, D.C. 20549

			Re:

			Park Aerospace Corp.

			Form 10-K for the year ended March 1, 2020

			Form 8-K Filed January 7, 2021

			File No. 001-04415

Dear Mr. Welcome,

We have reviewed the comments relating to the above filings presented in your letter dated January 15, 2021 to Mr. P. Matthew Farabaugh, Senior Vice President and Chief Financial Officer. Park’s responses to your comments are below:

Form 10-K for the Fiscal Year Ended March 1, 2020

Consolidated Statements of Cash Flows, page 47

1. In future filings, please revise your statements of cash flows to begin with net earnings, rather than net earnings from continuing operations, as required by ASC 230-10-45-28.

Response to comment 1: In future filings, we will modify our statement of cash flows to begin with net earnings.

Form 8-K filed January 7, 2021

Exhibit 99.1

Reconciliation of non-GAAP financial measures, page 8

2. Please revise future filings to reconcile EBITDA to net earnings, rather than to earnings from continuing operations since this would not be considered the most directly comparable GAAP financial measure. Please refer to Question 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response to comment 2: In future filings, we will modify our Non-GAAP disclosure of EBITDA to label it as Adjusted EBITDA, which excludes non-cash stock option expense, and reconcile Adjusted EBITDA to net earnings.

3. Your presentation of EBITDA includes an item in addition to what the acronym suggests (e.g., stock option expense). To the extent that you continue to include adjustments not contemplated by the acronym, please revise the title of your non-GAAP measure to distinguish it from the defined measure EBITDA. Please refer to Question 103.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

Response to comment 3: In future filings, we will modify our Non-GAAP disclosure of EBITDA to label it as Adjusted EBITDA, which excludes non-cash stock option expense, and reconcile Adjusted EBITDA to net earnings.

Sincerely,

/s/ P. Matthew Farabaugh

Park Aerospace Corp.

P. Matthew Farabaugh

Senior Vice President and Chief Financial Officer

United States securities and exchange commission logo
January 15, 2021
P. Matthew Farabaugh
Chief Financial Officer
Park Aerospace Corp.
1400 Old Country Road, Suite 409N
Westbury, NY 11590
Re:Park Aerospace Corp.
Form 10-K for the Fiscal Year Ended March 1, 2020
Filed May 14, 2020
Form 8-K
Filed January 7, 2021
File No. 001-04415
Dear Mr. Farabaugh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 1, 2020
Consolidated Statements of Cash Flows, page 47
1.In future filings, please revise your statements of cash flows to begin with net earnings,
rather than net earnings from continuing operations, as required by ASC 230-10-45-28.
Form 8-K filed January 7, 2021
Exhibit 99.1
Reconciliation of non-GAAP financial measures, page 8
2.Please revise future filings to reconcile EBITDA to net earnings, rather than to earnings
from continuing operations since this would not be considered the most directly
comparable GAAP financial measure. Please refer to Question 103.02 of the Compliance

 FirstName LastNameP. Matthew Farabaugh
 Comapany NamePark Aerospace Corp.
 January 15, 2021 Page 2
 FirstName LastName
P. Matthew Farabaugh
Park Aerospace Corp.
January 15, 2021
Page 2
& Disclosure Interpretations on Non-GAAP Financial Measures.
3.Your presentation of EBITDA includes an item in addition to what the acronym suggests
(e.g., stock option expense). To the extent that you continue to include adjustments not
contemplated by the acronym, please revise the title of your non-GAAP measure to
distinguish it from the defined measure EBITDA. Please refer to Question 103.01 of the
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Dale Welcome at 202-551-3865 or Kevin Stertzel at 202-551-3723 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

April 27 , 2015

Via E -mail
Brian E. Shore
President and Chief Executive Officer
Park Electrochemical Corp.
48 So uth Service Road
Melville, NY 11747

Re: Park Electrochemical Corp.
 Form 10-K for the fiscal year ended March 2, 2014
Filed May 16, 2014
File No. 001 -04415

Dear Mr. Shore :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

CORRESP
1
filename1.htm

pke20150417_corresp.htm

April 21, 2015

Mr. Stephen Krikorian

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

Re:

Park Electrochemical Corp.

Form 10-K for the Fiscal Year Ended March 2, 2014

Filed May 16, 2014

Form 8-K filed January 8, 2015

File No. 001-04415

Dear Mr. Krikorian:

This letter sets forth the response of Park Electrochemical Corp. (hereinafter “Park” or the “Company”) to the comment from the staff of the Division of Corporation Finance (the “Staff”) set forth in the comment letter, dated March 26, 2015, from the Securities and Exchange Commission (the “Commission”) to Mr. Brian E. Shore, Chairman and Chief Executive Officer, regarding the Company’s Form 8-K filed January 8, 2015.

For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the response to the comment set out immediately under the comment. The heading and numbered paragraph in this letter correspond to the heading and numbered paragraph in the comment letter from the Staff.

We note that the Company did not respond within ten business days because, as the Company informed Melissa Walsh in a telephone conversation on April 14, 2015, the Company did not think that a response was necessary.

Form 8-K filed on January 8, 2015

Exhibit 99.1, News Release dated January 8, 2015

Detailed operating information, page 8

COMMENT:

1.

We note your response to prior comment 7 that you recognize that your presentation is not consistent with Question 102.10 of the Q&A for Non-GAAP Financial Measures. As such, remove the columnar presentation of detailed operating information before special items in future filings.

RESPONSE:

1.

The Company will remove the columnar presentation of detailed operating information before special items in future filings.

Please provide any questions or comments that the Staff may have with respect to our response to the Staff’s comment to the undersigned or to P. Matthew Farabaugh, Park’s Vice President and Chief Financial Officer, at 631-465-3600 or send them via facsimile to 631-465-3100.

Very truly yours,

 /s/ Constantine Petropoulos

Constantine Petropoulos

Vice President and General Counsel

 2

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

March 26, 2015

Via E -mail
Brian E. Shore
President and Chief Executive Officer
Park Electrochemical Corp.
48 So uth Service Road
Melville, NY 11747

Re: Park Electrochemical Corp.
 Form 10-K for the fiscal year ended March 2, 2014
Filed May 16, 2014
Form 8 -K filed  January 8, 2015
File No. 001 -04415

Dear Mr. Shore :

We have reviewed your March 17, 2015  response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional co mments.
Unless we note otherwise, our references to prior comments are to comments in our  February 12,
2015 letter.

Form 8 -K filed on January 8, 2015

Exhibit 99.1, News Release dated January 8, 2015

Detailed operating information, page 8

1. We note  your response to prior comment 7 that you recognize that your presentation is
not consistent with Question 102.10 of the Q&A for Non -GAAP Financial Measures.  As
such, remove the columnar presentation of detailed operating information before special
items  in future filings.

You may contact Melissa Walsh, Staff Accountant , at (202) 551 -3224 if you have
questions regarding comments on the financial statements and re lated matters.  If you have any

Brian E. Shore
Park Electrochemical Corp.
March 26, 2015
Page 2

 other questions, please contact Gabriel Eckstein, Staff Attor ney, at (202) 551 -3286.  If you
require further assistance, do not hesitate to contact me at (202) 551 -3488.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

CORRESP
1
filename1.htm

pke20150316_corresp.htm

Via EDGAR and Mail

March 17, 2015

Mr. Stephen Krikorian

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

Re:

Park Electrochemical Corp.

Form 10-K for the Fiscal Year Ended March 2, 2014

Filed May 16, 2014

Form 8-K filed January 8, 2015

File No. 001-04415

Dear Mr. Krikorian:

This letter sets forth the responses of Park Electrochemical Corp. (hereinafter “Park” or the “Company”) to comments from the staff of the Division of Corporation Finance (the "Staff") set forth in the comment letter dated February 12, 2015, from the Securities and Exchange Commission (the “Commission”) to Mr. Brian E. Shore, Chairman and Chief Executive Officer, regarding the Company’s Form 10-K for the fiscal year ended March 2, 2014 and the Company’s Form 8-K filed January 8, 2015.

For the Staff's convenience, the Staff's comments have been stated below in their entirety, with the responses to a particular comment set out immediately under the comment or comments. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff.

We note that at the Company’s request, the deadline for submission of this letter by the Company was extended to March 17, 2015 by Mr. Gabriel Eckstein, Staff Attorney. Specifically, a ten business day extension was granted on February 23, 2015 and an additional five business day extension was granted on March 10, 2015.

Form 10-K for the Fiscal Year Ended March 2, 2014

Business

Printed Circuit Materials – Customers and End Markets, page 6

COMMENT:

1.

You disclose in the second paragraph in this section that TTM Technologies, Inc. was responsible for 15.8% of your worldwide sales in 2014. In future filings, please provide a reasonably complete description of the material terms on which you conduct business with TTM. Clarify whether you have a written contract with TTM and describe the material terms of any such agreement. Further, tell us what consideration you gave to filing any such agreement as an exhibit or advise.

RESPONSE:

1.

The Company does not have any written contract or agreement with TTM Technologies, Inc., other than the purchase orders submitted to the Company by TTM, from time to time, and the Company’s acceptances of such purchase orders and the Company’s invoices to TTM. The terms and conditions on which the Company conducts business with TTM are set forth in, or attached to, such purchase orders, acceptances and invoices and include payment and credit terms, shipping terms, change order terms, limited warranties, disclaimers and other customary provisions.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2014 Financial Overview, page 24

COMMENT:

2.

Tell us what consideration you gave to including disclosure, and quantification, to the extent possible, of currently known trends, events and uncertainties specifically related to your business that are reasonably expected to have a material impact on your liquidity, capital resources and/or results of operations. Your discussion of trends and uncertainties should provide insight into the extent to which reported financial information is indicative of future results. In this regard, we note your disclosure that the global markets for your products and the impact of the current economic and financial conditions are difficult to predict and forecast. You should be more specific and describe the trends, events, or uncertainties you have experienced and your expectation of the continuing impact. For example, we note from your earnings calls that you have experienced a significant inventory adjustment in Asia during the fiscal year ended March 1, 2015. In addition, we note that your aerospace products have become an increasing percentage of total sales and from your earnings calls that you expect growth to continue. Refer to Item 303(a)(3)(ii) of Regulation S-K and Sections III.A and III.B.3 of SEC Release 33-8350, Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

2

RESPONSE:

2.

The Company routinely monitors trends, events and uncertainties in the industries in which the Company operates that may have an impact on the Company’s liquidity, capital resources or results of operations. In considering disclosure of such trends, events and uncertainties, the Company evaluates its ability to link these factors to the Company’s liquidity, capital resources or results of operations. However, there often is a lack of reliable information by which to establish such links, and the applicable trends, events and uncertainties are also subject to abrupt change. Consequently, the Company believes disclosures regarding how such trends, events and uncertainties may impact the Company’s liquidity, capital resources or results of operations, or regarding their continuing impact on the Company in the future, may be speculative and/or misleading. The Company will continue to monitor such trends, events and uncertainties and will consider expanding such disclosures, including the Company’s assessment of the expected continuing impact, in Management’s Discussion and Analysis in future filings, if the Company concludes that such trends, events and uncertainties are known and have had, or will have, a direct impact on the Company’s liquidity, capital resources or results of operations.

Results of Operations, page 26

COMMENT:

3.

We note your disclosure of the quantitative impact that changes in product mix and geographic location had on net sales. Tell us what consideration you gave to including an analysis of the qualitative changes in these factors during each of the periods presented. You should address those key variables and other qualitative and quantitative factors that are peculiar to and necessary for an understanding and evaluation of your company. For example, in your discussion of the change in net sales in 2014, you should explain the reasons for lower sales of printed circuit materials products, higher sales of aerospace composite materials, parts and assemblies products, higher sales in North America, and lower sales in Asia and Europe. Refer to Item 303(a)(3)(i) of Regulation S-K and Section III.B.1 of SEC Release 33-8350. Consider also enhancing your disclosure in your quarterly reports.

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

3

RESPONSE:

3.

The Company routinely monitors the qualitative factors which affect its results of operations, but, in most instances, the Company is unable to quantify the impact of such qualitative factors on the Company’s results of operations. Additionally, market information often is not available or is speculative in nature. The Company will continue to monitor and will consider expanding its disclosures regarding the qualitative factors impacting its results of operations in future filings.

Liquidity and Capital Resources

Other Liquidity Factors, page 35

COMMENT:

4.

We note your statement regarding the sufficiency of your financial resources to meet cash needs for the foreseeable future. Tell us what consideration you gave to specifying the time period that you will have sufficient cash to finance operations. In this regard, you should assert whether your cash resources will be sufficient to meet your short-term operating needs, which generally relates to cash needs up to 12 months into the future. Refer to FRC 501.03(a) and Section IV of SEC Release 33-8350.

RESPONSE:

4.

We did not consider specifying the time period that we will have sufficient cash to finance operations because we believe the term foreseeable future would reasonably be interpreted to exceed one year and was sufficiently informative to our shareholders. However, in future filings, we will assert whether or not we believe that our cash resources will be sufficient to meet our operating needs for up to twelve months into the future, and for the foreseeable future thereafter.

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

4

Notes to Financial Statements

Note 4. Income Taxes, page 54

COMMENT:

5.

We note that you recorded an accrual of U.S. deferred income taxes on undistributed earnings of your subsidiary in Singapore during the fourth quarter of the 2014 fiscal year. Tell us the amount of any unrecognized deferred tax liabilities related to your other foreign subsidiaries. Indicate what consideration you gave to the disclosures in ASC 740-30-50-2.

RESPONSE:

5.

We do not have any unrecognized deferred tax liabilities related to any of our foreign subsidiaries other than our subsidiary in Singapore.

Form 8-K filed January 8, 2015

Exhibit 99.1, News Release dated January 8, 2015

Performance table, including non-GAAP information, page 7

COMMENT:

6.

We note your presentation of the non-GAAP measures of Net Earnings before Special Items and Basic and Diluted Earnings per Share before Special Items. Please ensure that future uses of such measures include a reconciliation of each of your non-GAAP financial measures to the most directly comparable GAAP financial measures pursuant to Item 10(e)(1)(i)(B) of Regulation S-K. Consistent with comment 6 in our letter dated March 9, 2012, you should separately identify and quantify each amount included within “Special Items.”

RESPONSE:

6.

In future filings, the Company will expand its presentation of the non-GAAP Net Earnings before Special Items and Basic and Diluted Earnings per Share before Special Items to separately identify and quantify each amount included within Special Items in future filings. The following is an illustrative example of the disclosure that the Company will present in future filings:

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

5

Performance table, including non-GAAP information (in thousands, except per share amounts –unaudited):

13 Weeks Ended

39 Weeks Ended

11/30/14

12/1/13

8/31/14

11/30/14

12/1/13

Sales

$
34,679

$
39,678

$
42,349

$
125,845

$
127,613

Net Earnings before Special Items1

$
2,433

$
4,721

$
5,015

$
16,027

$
15,833

Special Items, net of Tax:

Restructuring Charges

(402
)

-

(60
)

(667
)

(319
)

Excess Audit Fees

-

-

-

(158
)

-

Tax Benefit

-

-

-

-

2,181

Net Earnings

$
2,031

$
4,721

$
4,955

$
15,202

$
17,695

Basic and Diluted Earnings per Share:

Basic Earnings before Special Items1

$
0.12

$
0.23

$
0.24

$
0.77

$
0.76

Special Items:

Restructuring Charges

(0.02
)

-

-

(0.03
)

(0.02
)

Excess Audit Fees

-

-

-

(0.01
)

-

Tax Benefit

-

-

-

-

0.11

Basic Earnings (Loss) per Share

$
0.10

$
0.23

$
0.24

$
0.73

$
0.85

Diluted Earnings before Special Items1

$
0.12

$
0.23

$
0.24

$
0.76

$
0.76

Special Items:

Restructuring Charges

(0.02
)

-

-

(0.03
)

(0.02
)

Excess Audit Fees

-

-

-

(0.01
)

-

Tax Benefit

-

-

-

-

0.11

Diluted Earnings (Loss) per Share

$
0.10

$
0.23

$
0.24

$
0.72

$
0.85

Weighted Average Shares Outstanding:

Basic

20,947

20,857

20,925

20,917

20,840

Diluted

20,989

20,917

21,029

21,002

20,871

1 Refer to "Detailed operating information" below for information regarding Special Items.

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

6

Detailed operating information, page 8

COMMENT:

7.

Consistent with comment 7 in our letter dated March 9, 2012 and comment 1 in our letter dated May 8, 2012, we believe that the format of your columnar presentation of detailed operating information before special items may convey undue prominence to statements based on non-GAAP information. Please consider removing that presentation in future filings. As a substitute for this presentation format, you may consider presenting separate reconciliations, including each individual reconciling item, for only those non-GAAP measures discussed within the text of your earnings release, provided each complies with Item 10(e) of Regulation S-K.

RESPONSE:

7.

As mentioned in our letter dated April 6, 2012 in response to your comment 7 in your letter dated March 9, 2012, the Company believes that the presentations of its results of operations in the “Detailed operating information” sections of its earnings press releases are clearly labeled and provide clear information regarding the Company’s results of operations. The Company does not believe that its earnings press releases convey undue prominence to the non-GAAP information.

Additionally, as mentioned in our letter dated June 14, 2012, the Company’s shareholders have told us in the past that they find this presentation more meaningful than the GAAP presentation since they can easily compare the Company’s operating results without the impact of special items. The Company believes its presentation is consistent with Rule 100(a) of Regulation G and with Item 10(e) of Regulation S-K, and is not misleading in any way. The Company recognizes that its presentation is not consistent with Question 102.10 of the Q&A for Non-GAAP Financial Measures. However, we believe that alternate presentations of the same information, in a manner which would be consistent with Question 102.10, would be more confusing to shareholders, as it would require a separate reconciliation for each item in the table and would not be meaningful to shareholders or potential investors.

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

7

General:

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please provide any questions or comments that the staff may have with respect to our responses to staff’s comments to the undersigned or to P. Matthew Farabaugh, Park’s Vice President and Chief Financial Officer, at 631-465-3600 or send them via facsimile to 631-465-3100.

Very truly yours,

/s/ Constantine Petropoulos

Constantine Petropoulos

Vice President and General Counsel

8

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

February 12, 2015

Via E -mail
Brian E. Shore
President and Chief Executive Officer
Park Electrochemical Corp.
48 So uth Service Road
Melville, NY 11747

Re: Park Electrochemical Corp.
 Form 10-K for the fiscal year ended March 2, 2014
Filed May 16, 2014
Form 8 -K filed  January 8, 2015
File No. 001 -04415

Dear Mr. Shore :

We have reviewed your filing s and have the following comments.  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 business days by amending your filing, 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 tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended March 2, 2014

Business

Printed Circuit Materials – Customers and End Markets, page 6

1. You disclose in the second paragraph in this section that TTM Techno logies, Inc. was
responsible for 15.8% of your worldwide sales in 2014.   In future filings, please provide a
reasonably complete description of the material terms on which you conduct business
with TTM.   Clarify whether you have a written contract with TTM  and describe the
material terms of any such agreement.   Further, tell us what consideration you gave to
filing any such agreement as an exhibit or advise.

Brian E. Shore
Park Electrochemical Corp.
February 12, 2015
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

2014 Financi al Overview , page 24

2. Tell us what consideration you gave to including  disclosure , and quantification, to the
extent possible, of currently known trends, events and uncertainties specifically related to
your business that are reasonably expected to have a material impact on your liquidity,
capital resources and/or results of operations.  Your discussion of trends and uncertainties
should provide insight into the extent to which reported financial information is
indicative of future results .  In this regard,  we note your disclosure that the global
markets for your products and the impact of the current economic and financial
conditions are difficult to predict and forecast.  You should be more specific and describe
the trends, events, or uncertainties you hav e experienced and your expectation of the
continuing impact.  For example, we note from your earnings calls that you have
experienced a significant inventory adjustment in Asia during the fiscal year ended
March 1, 2015.  In addition, we note that your aer ospace products have become an
increasing percentage of total sales and from your earnings calls that you expect growth
to continue.   Refer to Item 303(a)(3)(ii) of Regulation S -K and Section s III.A and  III.B.3
of SEC Release 33 -8350 , Commission Guidance Regarding Management’s Discussion
and Analysis of Financial Condition and Results of Operations .

Results of Operations, page 26

3. We note your disclosure of the quantitative impact that changes in product mix and
geographic location had on net sales.  Tell us what consideration you gave to including an
analysis of the qualitative changes in these factors during each of the periods pr esented.
You should address those key variables and other qualitative and quantitative factors that
are peculiar to and necessary for an understanding and evaluation of your company.  For
example, in your discussion of the change in net sales in 2014, you  should explain the
reasons for lower sales of printed circuit materials products, higher sales of aerospace
composite materials, parts and assemblies products, higher sales in North America, and
lower sales in Asia and Europe.  Refer to Item 303(a)(3)(i) of Regulation S -K and Section
III.B.1 of SEC Release 33 -8350.  Consider also enhancing your discl osure in your
quarterly reports .

Liquidity and Capital Resources

Other Liquidity Factors , page 35

4. We note your statement regarding the sufficiency of your financial resources  to meet cash
needs for the foreseeable future.  Tell us what consideration you gave to specifying the
time period that you will have sufficient cash to finance operations.  In this regard, you
should assert whether your cash resources w ill be sufficient to meet your short -term

Brian E. Shore
Park Electrochemical Corp.
February 12, 2015
Page 3

 operating needs, which generally relates to cash needs up to 12 months into the future.
Refer to FRC 501.03(a) and Section IV of SEC Release 33 -8350.

Notes to Financial Statements

Note 4. Income Taxes, page 54

5. We note that you recorded an accrual of U.S. deferred income taxes on undistributed
earnings of your subsidiary in Singapore during the fourth quarter of the 2014 fiscal year .
Tell us the amount of any unrecognized deferred tax liabilities related to your  other
foreign subsidiaries.  Indicate what consideration you gave to the disclosures in ASC
740-30-50-2.

Form 8 -K filed January 8, 2015

Exhibit 99.1, News Release dated January 8, 2015

Performance table, including non -GAAP information, page 7

6. We note your presentation of the non -GAAP measures of Net Earnings before Special
Items and Basic and Diluted Earnings per Share before Special Items.  Please ensure that
future uses of such measures include a reconciliation of each of your non -GAAP
financial meas ures to the most directly comparable GAAP financial measures pursuant to
Item 10(e)(1)(i)(B) of Regulation S -K.  Consistent with comment 6 in our letter dated
March 9, 2012, you should separately identify and quantify each amount included within
“Special I tems.”

Detailed operating information, page 8

7. Consistent with comment 7 in our letter dated March 9, 2012 and comment 1 in our letter
dated May 8, 2012, we believe that  the format of  your columnar presentation of detailed
operating information before special  items may convey undue prominence to statements
based on non -GAAP information.  Please consider removing that presentation in future
filings.  As a substitute for this presentation format, you may consider presenting separate
reconciliations , inclu ding each individual reconciling item, for only those non-GAAP
measures discussed within the text of your earnings release, provided each complies with
Item 10(e) of Regulation S -K.

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 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 facts relating to a compan y’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Brian E. Shore
Park Electrochemical Corp.
February 12, 2015
Page 4

  In responding to our comments, please provide  a written 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.

You may contact Melissa Walsh, Staff Accountant , at (202) 551 -3224  if you have
questions regarding comments on the financial statements an d related matters.  If you have any
other questions, please contact Gabriel Eckstein, Staff Attorney, at (202) 551 -3286 .  If you
require further assistance, do not hesitate to contact me at (202) 551 -3488 .

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

July 18, 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, December 21, 2011 and May 1, 2012
File No. 001 -04415

Dear Mr. Shore:

We have comple ted our review of your filings .  We remind you that our comme nts or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commiss ion or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange  Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Sr. Asst. Chief Accountant

CORRESP
1
filename1.htm

June 14, 2012

Mr. Craig D. Wilson

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

    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, December 21, 2011 and May 1, 2012

    File No. 001-04415

Dear Mr. Wilson:

We have reviewed the comments relating
to the Form 8-K filed on May 1, 2012 presented in the letter signed by you and dated May 8, 2012 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:

COMMENT:

1. Notwithstanding
the first paragraph of your response to prior comment 8, we continue to believe that the non-GAAP operating statement format appearing
on page 9 conveys undue prominence to a statement based on non-GAAP information and should be removed. Please exclude this presentation
from future filings.

RESPONSE:

The Company believes
that the presentation of its results of operations in the “Detailed operating information before special items” section
of its May 1, 2012 earnings news release is clearly labeled and provides clear information regarding the Company’s results
of operations in a format that the Company’s shareholders can easily compare to earlier periods, so that they can most easily
understand the comparative results of the Company for different reporting periods. The Company’s shareholders have told us
that they find this presentation more meaningful than the GAAP presentation (which is presented on the previous page of the May
1, 2012 news release) since they can easily compare the Company’s operating results without the impact of special items.

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

The Company has consistently
stated in its news releases which include non-GAAP financial measures that it believes that an evaluation of its ongoing operations
would be difficult if the disclosure of its financial results were limited to GAAP financial measures, which include special items,
such as the restructuring and closure charges and the income from the settlement of lawsuits disclosed in the May 1, 2012 earnings
news release. Accordingly, in addition to disclosing its financial results determined in accordance with GAAP, the Company discloses
non-GAAP operating results that exclude special items in order to assist its shareholders and other readers in assessing the Company’s
operating performance, since the Company’s on-going, normal business operations do not include such special items. The detailed
operating information presented in the Company’s earnings news releases reconciles the non-GAAP operating results before
special items to earnings determined in accordance with GAAP. Such non-GAAP financial measures are provided to supplement the results
provided in accordance with GAAP.

For many years, the
Company has consistently disclosed non-GAAP operating results that exclude special items, whether such items have been charges,
income, benefits, reserves, gains or losses, regardless whether such items have had a positive effect or a negative effect on the
Company’s operating results, and the Company believes the May 1, 2012 earnings news release provides a presentation, with
equal or greater prominence, of the most directly comparable GAAP financial measures.

Of course, the Company
also recognizes the importance of special items, and the full GAAP presentation (and the reconciliation) is given more prominence
than the non-GAAP presentation, since it appears on an earlier page. In future news releases and filings, we would also distinguish
the two presentations by clearly labeling the non-GAAP presentation as “Not in Accordance with GAAP”.

The Company believes
its presentation is consistent with Rule 100(a) of Regulation G and with Item 10(e) of Regulation S-K, and is not misleading in
any way. The Company recognizes that its presentation is not consistent with Question 102.10 of the Q & A for Non-GAAP Financial
Measures. However, we suggest that alternate presentations of the same information, in a manner which would be consistent with
Question 102.10, would be more confusing to shareholders. For example, if the Company were to present a separate reconciliation
of each item in the table, it would require many more lines of information and would not be user-friendly.

If you do not agree
with the Company’s ability to continue to report consistent with the Company’s May 1, 2012 news release, the Company
respectfully requests that this matter be presented to the Division of Corporation Finance Office of Chief Accountant, and that
the Company have the opportunity to discuss it with such Office as suggested to us by Tamara Tangen, Staff Accountant, on June
7, 2012.

General:

The Company acknowledges that it is responsible
for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filings; 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.

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

Please provide your response, or direct
any further responses to the staff’s comments, to Stephen M. Banker, Park’s Vice President and General Counsel, or
P. Matthew Farabaugh, Park’s Vice President and Chief Financial Officer, at 631-465-3600 or send either via facsimile to
631-465-3100.

Very truly yours,

/s/ Stephen M. Banker

Stephen M. Banker

Vice President and General Counsel

jc

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

CORRESP
1
filename1.htm

Via EDGAR

May 22, 2012

Mr. Craig D. Wilson

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

    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. Wilson:

We have received the comments relating
to the above referenced filings presented in your letter dated May 8, 2012 to Mr. Brian E. Shore,
President and Chief Executive Officer of Park Electrochemical Corp. (hereinafter “Park”).

As we expressed in our exchange of telephone
messages, this letter confirms that we intend to provide you with a response to your comments on or before Friday, June 15, 2012.

Sincerely,

/s/ Stephen M. Banker

Stephen M. Banker

Vice President and General Counsel

jc

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

May 8, 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, December 21, 2011 and May 1, 2012
File No. 001 -04415

Dear Mr. Shore :

We have reviewed you r letter dated April  6, 2012  in connection with the abo ve-
referenced  filing s and have the following comment.  In our comment , we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respon se.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments .  Unless otherwise noted, where
prior comments are referred to they refer to our letter dated March 9, 2012 .

Form 8 -K filed on May 1, 2012
1. Notwithstanding the first paragraph of your response to prior comment 8, we continue to
believe that the non -GAAP operating statement format appearing on page 9 conveys
undue prominence to a statement based on non -GAAP inform ation and should be
removed.  Please exclude this presentation from future filings.

Brian E. Shore
Park Electrochemical Corp.
May 8, 2012
Page 2

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

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

April 6, 2012

    Mr. Craig D. Wilson
    Via EDGAR and Mail

    Senior Assistant Chief Accountant

    Division of Corporation Finance

    Securities and Exchange Commission

    Washington, DC 20549

 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. Wilson:

We have reviewed the comments relating to the above referenced
filing presented in the letter signed by you and dated March 9, 2012 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 February 27, 2011

Management's Discussion and Analysis

Results of operations, page 31

COMMENT:

 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, tax 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 operations and financial position. We would
expect that disclosure 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)(1) of Regulation S-K and Section
III.B of SEC Release No. 33-8350.

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

RESPONSE:

 1. On page 32 (Management’s Discussion and Analysis…, Fiscal Year 2011 Compared with
Fiscal Year 2010), the Company discusses the effective income tax rates for fiscal year 2011 and fiscal year 2010. In this section
of the MD&A, the Company discloses the significant foreign and U.S. discrete items that had an impact on the effective tax
rate in each period. Beginning with the fiscal year 2012 first quarter Form 10-Q, the Company has included a statement that the
effective income tax rate has been impacted by the proportion of taxable income in jurisdictions with higher income tax rates. The Company will continue similar disclosure in future Form 10-K
filings. The proportion of taxable income in each taxable jurisdiction is the result of relative operating results at each of the
Company’s business units and can vary significantly from period to period with changing market conditions in the different
regions in which the Company operates.

Liquidity
and Capital Resources, page 37

COMMENT:

 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 l.p on page 54 that U.S. federal income tax has not 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.

RESPONSE:

 2. The Company currently intends to indefinitely reinvest the undistributed earnings of its foreign
subsidiaries in its existing foreign subsidiaries or in other activities, including acquisitions outside of the United States.

Beginning with the Form 10-Q
for the quarterly period ended August 28, 2011, the Company 	has disclosed the amount of cash and marketable securities owned
by its foreign subsidiaries. 	The Company will continue to provide such disclosure in future Form 10-Q and Form 10-K 	filings.

In future filings, the Company
will include the following in the Liquidity and Capital Resources section of MD&A:

As of Month, XX, 20XX, approximately
$XX million of cash and marketable securities was owned by certain of the Company’s wholly owned foreign subsidiaries. If
such foreign owned cash were needed to fund the Company’s operations in the U.S., the Company would be required to accrue
and pay U.S. taxes on the amount of such cash that was repatriated to the U.S. However, it is the Company’s practice
and intent to reinvest such cash owned by its foreign subsidiaries in the operations of its foreign subsidiaries or in other foreign
activities, including acquisitions outside the U.S. The Company has sufficient liquidity in the U.S. to fund its activities for
the foreseeable future.

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

    2

Notes to Consolidated Financial Statements

Note 7. Income taxes, page 58

COMMENT:

 3. We note the caption in your effective income 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.

RESPONSE:

 3. The foreign tax rate differential amounts in Note 7 include
the effect of the lower statutory tax rates for the Company’s foreign subsidiaries, as well as the impact of certain tax
incentives and discrete items that impact the effective income tax rate in foreign jurisdictions. The 2010 foreign tax rate differential
included the impact of a $3.1 million tax benefit for the reduction of certain deferred tax liabilities in Singapore related to
a temporary tax incentive for offshore interest repatriation and a $0.9 million tax benefit related to a retroactive extension
and amendment of a development and expansion tax incentive in Singapore. There were no discrete items that impacted the foreign
tax rate differentials in fiscal years 2011 or 2009.

In future filings, the Company
will include in the Income Tax footnote an explanation of any material discrete tax items that impact the foreign tax rate.

Note 15. Contingencies, page 65

COMMENT:

 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 possibility 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 whether you believe that it is reasonably possible that additional losses would be material and, if so,
how your disclosures comply with paragraph 3 through 5 of ASC 450-20-50 and SAB Topic 5Y.

RESPONSE:

 4. In response to Comment 4, we believe that known environmental matters will not have a material
effect on the liquidity, capital resources, business or financial position of the Company. In reaching this view, the Company has
taken into account our understanding of the size and nature of all known environmental matters, as well as the Company’s
significant resources. Similarly, we believe that known environmental matters will not have a material

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

    3

effect on the long-term results
of operations of the Company, based on our understanding of the size and nature of all known environmental liabilities. As for
any particular reporting period, it is possible that known environmental matters could have a significant negative impact if, for
instance, all pending environmental matters were concluded in the same period in a manner which is unfavorable to the Company or
the Company’s results of operations in that period were significantly lower than in the past. We will revise this disclosure
in future filings.

We acknowledge our obligation
to disclose, if estimable, estimated losses exceeding amounts already recognized; we believe any such amounts are not material.

We do not believe that it is
reasonably possible that additional environmental losses would be material.

COMMENT:

 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 (i.e., reported at a net amount) unless a right of setoff
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.

RESPONSE:

 5. For those environmental liabilities for which the Company has concluded indemnification agreements
with its insurance carriers, the Company has determined that the potential gross liabilities, excluding any potential insurance
payments, are either not estimable at this time or would not be material to the Company’s financial position or results of
operations in the aggregate or in any given financial period. The Company’s estimates of environmental loss contingencies
do not include any third party recoveries.

Forms 8-K filed on September 27, 2011
and December 21, 2011

COMMENT:

 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.

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

    4

RESPONSE:

 6. The title of the performance table in future quarterly earnings news releases will read “Performance
Table, including non-GAAP information (in thousands, except per share amounts – unaudited)”.

In addition, we will add a footnote
reference to the non-GAAP special item captions referring 	to the Detailed Operating Information section for more information.

COMMENT:

 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 and Disclosure Interpretations
available at http://sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

RESPONSE:

 7. The Company believes that the presentations of its results of operations in the “Detailed
operating information” sections of its earnings press releases are clearly labeled and provide clear information regarding
the Company’s results of operations. The Company does not believe that its earnings
press releases convey undue prominence to the non-GAAP information.

The Company’s future earnings
press releases will include a separate GAAP Reconciliation table after the Detailed operating information table, reconciling from
Earnings before Income Taxes to Net Earnings before Special items, including the impact of any special items on the effective income
tax rate.

Other:

COMMENT:

 8. We note your issuance of a press release on January 26, 2012 announcing 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.

RESPONSE:

 8. The Company filed a Form 8-K pursuant to Item 2.05 on April 3, 2012.

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

    5

General:

The Company acknowledges that it is responsible
for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filings; 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.

Please provide any questions or comments
that the staff may have with respect to our responses to the staff’s comments to Stephen M. Banker, Park’s Vice President
and General Counsel, or David R. Dahlquist, Park’s Vice President and Chief Financial Officer, at 631-465-3600 or send them
via facsimile to 631-465-3100.

Very truly yours,

Stephen M. Banker

Vice President and General Counsel

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

    6

CORRESP
1
filename1.htm

Via EDGAR

March 22, 2012

Ms. Tamara Tangen

Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

 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 Ms. Tangen:

We have received the comments relating
to the above referenced filings presented in the letter signed by Craig D. Wilson and dated March 9, 2012 to Mr. Brian E. Shore,
President and Chief Executive Officer of Park Electrochemical Corp. (hereinafter “Park”).

This letter confirms my telephone conversation
with you Tuesday afternoon. As we discussed, Park’s fiscal year ended on February 26, 2012. As a result, the key personnel
necessary to prepare our response have not been able to devote sufficient attention to preparing our response. Accordingly, we
intend to provide you with a response to your comments on or before Friday, April 6, 2012.

Sincerely,

/s/ Stephen M. Banker

Stephen M. Banker

Vice President and General Counsel

jc

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

J u n e  1 1 ,  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 completed our review of the above  referenced filings and have no further
comments at this time on the specific issues raised.

Sincerely,

        Stephen G. Krikorian       Accounting Branch Chief

CORRESP
1
filename1.htm

            May 13,
      2010
                Via Edgar and
      Overnight Mail

    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 and to our
response letters dated January 29, 2010 and March 19, 2010 presented in the
letter signed by you and dated April 29, 2010 to Mr. Brian E. Shore, President
and Chief Executive Officer of Park Electrochemical Corp. (hereinafter “Park” or
the “Company”).  We discussed the comments with you, Tamara Tangen,
Staff Accountant, and Katherine Wray, Staff Attorney, in a telephone conference
call on May 7, 2010 (the “Conference Call”). The comments and Park’s responses
to the comments are set forth below:

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

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations

    Prior Comment No.
1

              1.

              We
      are considering your responses to prior comments regarding the
      derecognition of the liabilities associated with the Company’s Dielektra
      GmbH subsidiary.  You have described the court’s 2009 dismissal
      of “the claim of the insolvency administrator…in its entirety and released
      the Company from any obligation or liability with respect to such
      claim.”  Paragraph 16b of SFAS 140 defines extinguishment of
      liabilities as the legal release, 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 release pursuant to SFAS
      140.  Discuss the specific terms of the court’s dismissal, that
      is, does there remain some possibility of a claim in a different
      jurisdiction?

    Response:

    As we
discussed during the Conference Call, although the Company thought that it was
not a “debtor” or “primary obligor” as those terms are used in paragraph 16b of
SFAS 140, the Company represents that the court’s dismissal qualifies as a legal
release pursuant to paragraph 16b of SFAS 140.

    The
court’s dismissal and the appellate court’s denial of the insolvency
administrator’s appeal were final, and we believe there is no possibility of a
claim in a different jurisdiction or of any other claim by any other claimant in
this matter.

              2.

              Tell
      us why you believe that the liabilities were subject to SFAS 5 upon the
      insolvency of your German subsidiary.  That is, indicate why the
      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 asserted is determinative of being legally released from your
      obligation and why you believe that use of SFAS 5 is the proper literature
      to account for both the recognizing and derecognizing of these
      liabilities.

    Response:

    As we
discussed during the Conference call, the subject liabilities were liabilities
of Dielektra, the Company’s former subsidiary in Germany.  In 2004,
after the Company discontinued its financial support of this subsidiary,
Dielektra filed an insolvency petition, and the Company wrote-off all of the
assets of Dielektra.  However, shortly after the insolvency of the
subsidiary in February 2004, the insolvency administrator asserted claims
against the Company for the liabilities of Dielektra, and in the Company’s
judgment, at that time, the likelihood of the Company’s incurring a loss
relating to such liabilities was probable.  Therefore, the Company
continued to report such liabilities from the discontinued operations of
Dielektra on its Consolidated Balance Sheet in accordance with SFAS
5.  Subsequently, the insolvency administrator initiated legal
proceedings against the Company in December 2007, which, as discussed in our
response to Comment No. 1 above, were dismissed by Commercial Court of Cologne
in December 2008.  Based on such dismissal and the advice of counsel
that the success of the insolvency administrator’s appeal was remote, the
Company concluded that it was remote that the Company would incur any future
loss relating to such liabilities. Therefore, in December 2008, the Company
recorded the benefit from discontinued operations related to the elimination of
the liabilities of Dielektra under SFAS 5.

    General

    Please
provide any questions or comments that the staff may have with respect to our
responses to the staff’s comments to Stephen Gilhuley, Park’s Executive Vice
President, Secretary and General Counsel, or David Dahlquist, Park’s Vice
President and Chief Financial Officer, at 631-465-3600 or send them via
facsimile to 631-465-3100.

    Very
truly yours,

    PARK
ELECTROCHEMICAL CORP.

    Stephen
E. Gilhuley

    Executive
Vice President, Secretary and General Counsel

    jc

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

CORRESP
1
filename1.htm

    Unassociated Document

              March
      19, 2010

              Via
      Edgar and Overnight Mail

    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 and to our
response letter dated January 29, 2010 presented in the letter signed by you and
dated February 23, 2010 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
      are considering your response to prior comment 1.  As previously
      requested, explain why you believe that you have satisfied paragraph 16(b)
      of SFAS 140 in derecognizing these liabilities.  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 the proceedings.”  Your response should
      specifically describe the release of the liabilities in the context of
      paragraph 16(b).

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

    RESPONSE:

    In your
letter dated December 23, 2009, you requested that the Company explain why it
believed that it had satisfied paragraph 16(b) of SFAS 140 in order to
derecognize the liabilities of the Company’s Dielektra GmbH (“Dielektra”)
subsidiary in Germany.  In its response letter dated January 29, 2010,
the Company outlined that it had derecognized the liabilities of Dielektra
because the Commercial Court of Cologne, Germany dismissed the claim of the
insolvency administrator against the Company in its entirety and released the
Company from any obligation or liability with respect to such
claim.

    The
Company acknowledges your reference to paragraph 16(b) of SFAS
140.  However, the Company does not think its accounting for this
matter falls under SFAS 140, but rather SFAS 5.  The Company initially
recognized and subsequently derecognized the liabilities from the discontinued
operations of Dielektra under SFAS 5.

    As a
matter of background, the subject liabilities were liabilities of Dielektra, the
Company’s former subsidiary in Germany.  In 2004, after the Company
discontinued its financial support of this subsidiary, Dielektra filed an
insolvency petition, and the Company wrote-off all of the assets of
Dielektra.  However, at that time, in the Company’s judgment the
likelihood of the Company’s incurring any loss relating to such liabilities was
probable.  Therefore, the Company continued to report such liabilities
from the discontinued operations of Dielektra on its Consolidated Balance Sheet
in accordance with SFAS 5.

    In
December 2008, the Company concluded that it was remote that the Company would
incur any future loss relating to such liabilities.  The Company based
its conclusion on (i) the decision of the Commercial Court of Cologne in
December 2008 to dismiss the claim of the insolvency administrator in its
entirety and release the Company from any liability with respect to such claim
and (ii) the advice of counsel that the success of the insolvency
administrator’s appeal was remote.  Therefore, in December 2008, the
Company recorded the benefit from discontinued operations related to the
elimination of the liabilities of Dielektra under SFAS 5.

    The
decision of the Commercial Court of Cologne was confirmed by the Cologne Court
of Appeals in September 2009 when it dismissed the insolvency administrator’s
appeal without a hearing and with prejudice. In accordance with the Court’s
order that the insolvency administrator bear the costs of the proceedings, the
Company received a total of €222,055 from the insolvency
administrator.

      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

      COMMENT:

              2.

              In
      response to prior comment 3, you advise that your compensation committee
      determines specific payouts under the various elements of executive
      compensation based on the chief executive officer’s and 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 objective
      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 include the
      information provided in your responses in future filings, “as
      appropriate.”

    RESPONSE:

    The
Company confirms that it will clearly disclose in future filings, if applicable
for the relevant period, the subjective nature of the compensation committee’s
pay determinations.

      COMMENT:

              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 committee 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 description 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 “overall results of operations” (among other factors) in
determining bonus awards, and that it considers subjective views of an
executive’s “overall performance” and other factors in determining annual stock
option grants.  We note further your statement in response to prior
comment 5 that the committee “does not consider specific items of corporate or
individual performance, other than the Company’s overall results of operations”
in making compensation decisions. Please explain how you assess “overall”
individual and corporate performance for purposes of determining executive
compensation.  For example, discuss the individual qualities or
achievements (e.g., leadership ability, contribution to company’s growth, etc.)
and the particular items of the company’s results of operations (e.g., revenues,
net earnings, etc.) that are material to the committee’s subjective compensation
decisions.  Please also clearly explain the way that such qualitative
inputs are ultimately translated into objective pay
determinations.

        3

      RESPONSE:

    The
amounts of compensation awarded for each element of the Company’s compensation
program (i.e., salary increases, bonuses and stock options) are subjective and
arbitrary and not based on any formula or any pre-determined or other objective
criteria. The committee’s subjective assessments of the Company’s “overall”
results of operations include the Company’s gross operating margins, operating
income and net income. The committee’s assessment of an executive’s “overall”
performance may include such performance factors as leadership qualities,
intensity of efforts, cost containment efforts and the success of product
promotions.  These qualitative inputs are not translated into
objective pay determinations for the amounts of salary increases, bonuses or
stock option grants. The amounts of bonuses are based on the Chief Executive
Officer’s general reactions and
subjective assessments regarding overall individual and company performance,
which he recommends to the committee and which the committee then reviews with
the Chief Executive Officer. The amounts of stock option grants are arbitrary
allocations based on the same general reactions and subjective assessments and
on the amounts of grants in the past and the total amount expected to be
expensed by the Company in the fiscal year for stock option grants, which the
committee reviews with the Chief Executive Officer.  The Company will
provide additional disclosure in future filings to clarify these matters in its
compensation discussion and analysis.

    General

    Please
provide any questions or comments that the staff may have with respect to our
responses to the staff’s comments to Stephen Gilhuley, Park’s Executive Vice
President, Secretary and General Counsel, or Matthew Farabaugh, Park’s Vice
President and Controller, at 631-465-3600 or send them via facsimile to
631-465-3100.

    Very
truly yours,

    PARK
ELECTROCHEMICAL CORP.

    Stephen
E. Gilhuley

    Executive
Vice President, Secretary and General Counsel

    jc

        4

CORRESP
1
filename1.htm

    Unassociated Document

      Via
Edgar

      March 8,
2010

      Stephen
G. Krikorian

      Accounting
Branch Chief

      Division
of Corporation Finance

      Securities
and Exchange Commission

      Washington,
D.C. 20549

      Mail Stop
4561

                Re:

                Park
      Electrochemical Corp.
Form 10-K for the fiscal year ended March 1, 2009
      Filed on May 15, 2009
Form 8-K Filed on December 22, 2009
File No.
      001-04415

      Dear Mr.
Krikorian:

      We have
received the comments relating to the above referenced filings presented in the
letter signed by you and dated February 23, 2010 to Mr. Brian E. Shore,
President and Chief Executive Officer of Park Electrochemical Corp. (hereinafter
“Park” or the Company”).

      This
letter confirms my telephone conversation with Ms. Tamara Tangen, Staff
Accountant, this afternoon in which I informed her that Park will provide you
with a response to your letter of comments dated February 23, 2010 on or before
Friday, March 19, 2010.

      Sincerely,

      PARK
ELECTROCHEMICAL CORP.

        /s/
Stephen E. Gilhuley

        Stephen
E. Gilhuley

      Executive
Vice President, Secretary and General Counsel

      mb

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

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

CORRESP
1
filename1.htm

    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

        2

    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

        5

    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,

CORRESP
1
filename1.htm

    Unassociated Document

    Via
Edgar

    January
21, 2010

    Stephen
G. Krikorian

    Accounting
Branch Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    Washington,
D.C. 20549

    Mail Stop
4561

              Re:

              Park
      Electrochemical Corp.

              Form
      10-K for the fiscal year ended March 1, 2009 Filed on May 15,
      2009

              Form
      8-K Filed on December 22, 2009

              File
      No. 001-04415

    Dear Mr.
Krikorian:

    We have
received 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”).

    This
letter confirms my telephone conversation with Ms. Tamara Tangen, Staff
Accountant, this morning in which I informed her that Park will provide you with
a response to your letter of comments dated December 23, 2009 on or before
Friday, January 29, 2010 rather than Friday, January 22, 2010, as I had
indicated in my January 5, 2010 letter to you, due to illnesses and travel
schedules of members of the Company’s management who must be involved in the
preparation or review of the Company’s response.

    Sincerely,

    PARK
ELECTROCHEMICAL CORP.

    /s/
Stephen E. Gilhuley

    Stephen
E. Gilhuley

    Executive
Vice President, Secretary and General Counsel

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

CORRESP
1
filename1.htm

    Unassociated Document

    PARK

    ELECTROCHEMICAL

    CORP.

    Via
Edgar

    January
5, 2010

    Stephen
G. Krikorian

    Accounting
Branch Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    Washington,
D.C. 20549

    Mail Stop
4561

    RE:          Park
Electrochemical Corp.

    Form 10-K for the fiscal year ended
March 1, 2009 Filed on May 15, 2009

    Form 8-K Filed December 22,
2009

    File No. 001-04415

    Dear Mr.
Krikorian:

    We have
received 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”).

    This
letter confirms my telephone conversation with Ms. Tamara Tangen, Staff
Accountant, this afternoon in which I informed her that Park will provide you
with a response to your letter of comments dated December 23, 2009 on or before
Friday, January 22, 2010.

    Sincerely,

    PARK
ELECTROCHEMICAL CORP.

    /s/
Stephen E. Gilhuley

    Stephen
E. Gilhuley

    Executive
Vice President, Secretary and General Counsel

    jc

    U:\SEC
Confirm letter.doc

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

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

Mailstop 4561

March 20, 2008
       Stephen Gilhuley EVP, Secretary and General Counsel Park Electrochemical Corp. 48 South Service Road, Suite 300 Melville, NY  11747
Re: Park Electrochemical Corp.
Form 10-K for the fiscal year ended February 25, 2007  Filed May 10, 2007
  File No. 001-04415

Dear Mr. Gilhuley:   We have completed our review of  your Form 10-K and have no further
comments.          S i n c e r e l y ,

         B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Edgar and Overnight Mail

March 13, 2008

Barbara C. Jacobs, Esq.
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Mail Stop 4561

Re:	Park Electrochemical Corp.
	Form 10-K for the fiscal year ended February 25, 2007
	Filed May 10, 2007
	File No. 001-04415

Dear Ms. Jacobs:

We have reviewed the comment relating to the above referenced
filing and to our response letter dated February 7, 2008 presented
in the letter signed by you and dated February 26, 2008 to
Mr. Brian E. Shore, President and Chief Executive Officer of
Park Electrochemical Corp. (hereinafter "Park" or the "Company").
The comment and Park's response to the comment are set forth below:

Form 10-K for the Fiscal Year Ended February 25, 2007
-----------------------------------------------------
Part I
------
Item 1 Business, page 4
------------------------
Comment:
--------
We note your response to comment one of our letter dated January 30,
2008.  Please provide us with a brief description of your selling
arrangements with Sanmina-SCI Corporation and TTM Technologies, Inc.,
such as whether you have a master agreement with each customer that
includes customary terms and conditions that apply to purchase orders.

Response:
--------
The Company does not have master agreements with these customers
that include customary terms and conditions that apply to purchase
orders. The Company does not sell printed circuit materials to these
customers pursuant to any master agreements. The Company sells printed
circuit materials to these customers pursuant to purchase orders
submitted by such customers to the Company.  Such purchase orders
and the Company's acceptances of such purchase orders and the Company's
invoices include the terms and conditions of the sale of printed
circuit materials to these customers, including payment and credit
terms, shipping terms, change orders, limited warranties and disclaimers.

General
-------
Please provide any questions or comments that the staff may have with
respect to our responses to the staff's comments to Stephen Gilhuley,
Park's Executive Vice President, Secretary and General Counsel, or
Matthew Farabaugh, Park's Vice President and Controller, at 631-465-3600
or send them via facsimile to 631-465-3100.

Very truly yours,

Park Electrochemical Corp.

Stephen E. Gilhuley
Executive Vice President, Secretary and General Counsel

</TEXT>
</DOCUMENT>

Mail Stop 4561
February 26, 2008
 Stephen Gilhuley EVP, Secretary and General Counsel Park Electrochemical Corp. 48 South Service Road Melville, NY  11747
Re: Park Electrochemical Corp.
Form 10-K for the fiscal year ended February 25, 2007
Filed May 10, 2007
  File No. 001-04415

Dear Mr. Shore:

We have reviewed your letter dated February 7, 2008 and have the following comment.
 Form 10-K for the Fiscal Year Ended February 25, 2007

 Part I

 Item 1.  Business, page 4

 1. We note your response to comment one of our letter dated January 30, 2008.  Please provide us with a brief description of your selling arrangements with Sanmina-SCI Corporation and TTM Technologies, Inc., such as whether you have a master agreement with each customer that includes customary terms and conditions that apply to purchase orders.

* * * * *
  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, you may wish to
provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.
You may contact Matt Crispino at (202) 551-3456 or Jay Ingram at (202) 551-3397 if

Stephen Gilhuley
Park Electrochemical Corp. February 26, 2008 Page 2
 you have questions.  If you require further assistance, please contact me at (202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Edgar and Overnight Mail

February 7, 2008

Barbara C. Jacobs, Esq.
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Mail Stop 4561

Re:  Park Electrochemical Corp.
     Form 10-K for the fiscal year ended February 25, 2007
     Filed May 10, 2007
     File No. 001-04415

Dear Ms. Jacobs:

We have  reviewed  the  comments  relating  to  the  above
referenced filing presented in the letter signed by you  and
dated January 30, 2008 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 February 25, 2007

Part I

Item 1. Business, page 4

COMMENT:

     1. It  appears that Sanmina-SCI Corporation, and TTM
       Technologies, Inc. represent 16.7% and 10.7%, respectively,
       of your total worldwide sales of printed circuit materials
       in FY 2007.  We also note your risk factor disclosure on
       page 17 that a loss of one or more of your key customers
       could affect your business.  Because you appear to be
       substantially dependent on your agreements with Sanmina-SCI
       Corporation, and TTM Technologies, Inc., please advise if
       you considered including in your Form 10-K a description of
       your contractual arrangements with these customers and
       filing your agreements with them as exhibits.  See Item
       601(b)(10)(ii)(B) of Regulations S-K.

RESPONSE:

The  Company  does  not have contractual  arrangements  with
these   customers.   The  Company  sells   printed   circuit
materials  to  these customers pursuant to  purchase  orders
submitted by such customers to the Company.

Definitive Proxy Statement of Schedule 14A

Executive Compensation, page 6

COMMENT:

     2.   As you are aware, the Division has recently released
          Staff observations relating to a focused review of executive
          compensation disclosure.  This guidance, which is available
          on our website at
          http://www.sec.gov/divisions/corpfin/guidance/execco
          mpdisclosure.htm, may be helpful as you draft  future
          versions  of  your executive compensation  and  other
          related  disclosure.   In drafting  future  executive
          compensation   disclosure,   please    consider    in
          particular  providing a more complete description  of
          your executive compensation practices  in the
          following areas:

       *  appropriate analysis and insight into how the Committee
          determined specific payouts;
	 *  benchmarking of the elements of your compensation
 	    program; and
	 *  appropriate disclosure of the specific items of
	    corporate performance that are taken into consideration in
          making compensation decisions and how specific forms of
	    compensation are structured and implemented to reflect these
	    performance items.

RESPONSE:

The Company  will review  its  executive compensation
disclosure in light of the recent staff guidance relating to
executive compensation disclosure.

Signatures

COMMENT:

     3.   It does not appear that your Form 10-K has been signed
          by either your principal accounting officer or controller,
          as is required by General Instruction D to the Form 10-K.
          If a person acts in more than one of these capacities, the
          signature page must indicate all of the capacities in which
          they are signing.  Please advise.

RESPONSE:

The  Form  10-K was signed by James L. Zerby, the  principal
financial officer at the time, and he was also the principal
accounting  officer.  The Company did not have a controller.
It was an oversight that Mr. Zerby was not identified as the
Company's  principal  accounting officer,  as  well  as  its
principal  financial officer.  The Company's Form  10-K  for
its  fiscal year ending March 2, 2008 will indicate all  the
capacities in which the persons are signing.

General

The  Company  acknowledges 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.

The  information  in the foregoing responses  that  will  be
included  in the Company's Form 10-K Annual Report  for  the
fiscal year ending March 2, 2008 will be in such Report that
will be filed on or before May 16, 2008.

Please provide any questions or comments that the staff  may
have  with respect to our responses to the staff's  comments
to   Stephen  Gilhuley,  Park's  Executive  Vice  President,
Secretary and General Counsel, or Matthew Farabaugh,  Park's
Vice  President and Controller, at 631-465-3600 or send them
via facsimile to 631-465-3100.

Very truly yours,

PARK ELECTROCHEMICAL CORP.

Stephen E. Gilhuley
Executive Vice President, Secretary and General Counsel

jc

U:\Sec\10-K Response letter.doc

</TEXT>
</DOCUMENT>

Mail Stop 4561
January 30, 2008
 Brian E. Shore President and CEO Park Electrochemical Corp. 48 South Service Road Melville, NY  11747
Re: Park Electrochemical Corp.
Form 10-K for the fiscal year ended February 25, 2007
Filed May 10, 2007
  File No. 001-04415

Dear Mr. Shore:

We have reviewed the above referenced filing and have the following comments.  Please
note that we have limited our review to the matters addressed in the comments below.  We may ask you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review 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 February 25, 2007

Part I

Item 1.  Business, page 4

1. It appears that Sanmina-SCI Corporation, and TTM Technologies, Inc. represent 16.7%
and 10.7%, respectively, of your total worldwide sales of printed circuit materials in FY 2007.  We also note your risk factor disclosure on page 17 that a loss of one or more of your key customers could affect your business.  Because you appear to be substantially dependent on your agreements with Sanmina-SCI Corporation, and TTM Technologies, Inc, please advise if you considered including in your Form 10-K a description of your

Brian E. Shore
Park Electrochemical Corp. January 30, 2008
Page 2
contractual arrangements with these customers and filing your agreements with them as exhibits.  See Item 601(b)(10)(ii)(B) of Regulation S-K.
 Definitive Proxy Statement of Schedule 14A

 Executive Compensation, page 6

2. As you are aware, the Division has recently released Staff observations relating to a focused review of executive compensation disclosure.  This guidance, which is available on our website at http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm
, may be helpful
as you draft future versions of your executive compensation and other related disclosure.  In drafting future executive compensation disclosure, please consider in particular providing a more complete description of your executive compensation practices in the following areas:

• appropriate analysis and insight into how the Committee determined specific payouts;
• benchmarking of the elements of your compensation program; and
• appropriate disclosure of the specific items of corporate performance that are taken into consideration in making compensation decisions and how specific forms of compensation are structured and implemented to reflect these performance items.

Signatures

 3. It does not appear that your Form 10-K has been signed by either your principal accounting officer or controller, as is required by General Instruction D to the Form 10-K.  If a person acts in more than one of these capacities, the signature page must indicate all of the capacities in which they are signing.  Please advise.

* * * * *
  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, you may wish to
provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses 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 information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an

Brian E. Shore
Park Electrochemical Corp. January 30, 2008 Page 3
 informed investment decision.  Since the company and its management are in possession of all facts relating to a company's disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   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 advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Matt Crispino at (202) 551-3456 or Jay Ingram at (202) 551-3397 if
you have questions.  If you require further assistance, please contact me at (202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r