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                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                              
                   Washington, D.C. 20549
                              
                   ______________________


                          FORM 8-K
                              
                       CURRENT REPORT
           Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934


      Date of report (Date of earliest event reported):
                      December 22, 2004
                      --------------------

                 PARK ELECTROCHEMICAL CORP.
------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
                                                   
                                                   
        New York               1-4415         11-1734643
------------------------------------------------------------
(State      or      Other    (Commission     (IRS Employer
Jurisdiction                File Number)    Identification
    of Incorporation)                            No.)
                                           

 48 South Service Road   Melville, NY             11747
------------------------------------------------------------
 (Address of Principal Executive Offices)     (Zip Code)
                                           
                                           
Registrant's telephone number, including area code (631) 465-3600
                                        
                         Not Applicable     
Former Name or Former Address, if Changed Since Last Report
                              
Check  the  appropriate box below if the Form 8-K filing  is
intended to simultaneously satisfy the filing obligation  of
the registrant under any of the following provisions:

   [  ] Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)
   [  ] Soliciting material pursuant to Rule 14a-12 under the
      Exchange Act (17 CFR 240.14a-12)
   [  ] Pre-commencement communications pursuant to Rule 14d-
      2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   [  ] Pre-commencement communications pursuant to Rule 13e-
      4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

           Park Electrochemical Corp. (the "Company") issued
a news release on December 22, 2004 reporting its results of
operations  for  its  fiscal year 2005 third  quarter  ended
November  28,  2004.  The  Company is  furnishing  the  news
release  to the Securities and Exchange Commission  pursuant
to Item 2.02 of Form 8-K as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

          99.1  News Release dated December 22, 2004




                          SIGNATURE


     Pursuant to the requirements of the Securities Exchange
Act  of 1934, the Registrant has duly caused this report  to
be  signed  on  its behalf by the undersigned hereunto  duly
authorized.


                              PARK ELECTROCHEMICAL CORP.



Date:  December 22, 2004      By:/s/ Murray O. Stamer
                              Name:  Murray O. Stamer
                              Title: Senior Vice President and
                                    Chief Financial Officer




                        EXHIBIT INDEX

Number                                                  
Exhibit     Description                               Page
                                                        
   99.1     News Release dated December 22, 2004       5