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<SEC-DOCUMENT>0000076267-06-000002.txt : 20060105
<SEC-HEADER>0000076267-06-000002.hdr.sgml : 20060105
<ACCEPTANCE-DATETIME>20060105145819
ACCESSION NUMBER:		0000076267-06-000002
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20051127
FILED AS OF DATE:		20060105
DATE AS OF CHANGE:		20060105

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PARK ELECTROCHEMICAL CORP
		CENTRAL INDEX KEY:			0000076267
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTED CIRCUIT BOARDS [3672]
		IRS NUMBER:				111734643
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0226

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04415
		FILM NUMBER:		06512169

	BUSINESS ADDRESS:	
		STREET 1:		48 SOUTH SERVICE ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		6314653600

	MAIL ADDRESS:	
		STREET 1:		48 SOUTH SERVICE ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>e10q306.txt
<DESCRIPTION>10-Q3 QUARTER ENDED NOVEMBER 27, 2005
<TEXT>
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q


(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 27, 2005

                               OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to__________

Commission file number 1-4415

                   PARK ELECTROCHEMICAL CORP.
     (Exact Name of Registrant as Specified in Its Charter)

      __________New York___________       _____11-1734643_____
     (State or Other Jurisdiction of        (I.R.S. Employer
     Incorporation or Organization)        Identification No.)

  48 South Service Road, Melville, N.Y.        ___11747___
(Address of Principal Executive Offices)       (Zip Code)

                           (631) 465-3600
      (Registrant's Telephone Number, Including Area Code)

                           Not Applicable
      (Former Name, Former Address and Former Fiscal Year,
                  if Changed Since Last Report)

      Indicate  by  check mark whether the registrant:  (1)  has
filed all reports required to be filed by Section 13 or 15(d) of
the  Securities  Exchange Act of 1934 during  the  preceding  12
months  (or  for  such shorter period that  the  registrant  was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes[X] No[ ]

     Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).  Yes[X] No[ ]

      Indicate by check mark whether the registrant is  a  shell
company (as defined in Rule 12b-2 of the Exchange Act).  Yes[  ]
No[X]

      Indicate the number of shares outstanding of each  of  the
issuer's  classes of common stock, as of the latest  practicable
date: 20,107,696 as of January 3, 2006.





                   PARK ELECTROCHEMICAL CORP.
                        AND SUBSIDIARIES

                        TABLE OF CONTENTS

                                                          Page
PART I.    FINANCIAL INFORMATION:                         Number

  Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets
           November 27, 2005 (Unaudited) and February 27,
           2005                                             3

           Consolidated Statements of Earnings
           13 weeks and 39 weeks ended November 27, 2005
           and November 28, 2004 (Unaudited)                4

           Consolidated Statements of Stockholders'
           Equity 13 weeks and 39 weeks ended
           November 27, 2005  5 and November 28, 2004
           (Unaudited)                                       5

           Condensed Consolidated Statements of Cash
           Flows 39 weeks ended November 27, 2005
           and November 28, 2004 (Unaudited)                 6

           Notes to Condensed Consolidated Financial
           Statements (Unaudited)                            7

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations     14

           Factors That May Affect Future Results            24

  Item 3.  Quantitive and Qualitative Disclosures About
           Market Risk                                       24

  Item 4.  Controls and Procedures                           25

PART II.   OTHER INFORMATION:

  Item 1.  Legal Proceedings                                 26

  Item 2.  Unregistered Sales of Equity Securities and
           Use of Proceeds                                   26

  Item 3.  Defaults Upon Senior Securities                   26

  Item 4.  Submission of Matters to a Vote of Security
           Holders                                           26

  Item 5.  Other Information                                 26

  Item 6.  Exhibits                                          27

SIGNATURES                                                   28

EXHIBIT INDEX                                                29



                  PART I. FINANCIAL INFORMATION


Item 1.   Financial Statements.

                   PARK ELECTROCHEMICAL CORP.
                        AND SUBSIDIARIES

              CONDENSED CONSOLIDATED BALANCE SHEETS
                     (Amounts in thousands)
<TABLE>
<CAPTION>                                  November 27,
                                               2005       February 27,
                                           (Unaudited)       2005*
<s>                                       <c>              <c>
ASSETS
Current assets:
 Cash and cash equivalents                   $87,058         $86,071
 Marketable securities                       119,837         103,507
 Accounts receivable, net                     36,944          35,722
 Inventories (Note 2)                         14,155          15,418
 Prepaid expenses and other current assets     3,620           2,944
                                             -------         -------
  Total current assets                       261,614         243,662

Property, plant and equipment, net            58,503          63,251

Other assets                                   2,484             398
                                             -------         -------
  Total assets                              $322,601        $307,311
                                            ========        ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                           $ 14,020       $  15,121
 Accrued liabilities                          19,341          20,566
Dividends payable (Note 11)                  20,107               -
 Income taxes payable                          7,337           6,474
                                             -------         -------
  Total current liabilities                   60,805          42,161

Deferred income taxes                          5,039           5,042

Liabilities from discontinued
operations (Note 4)                           17,252          17,251
                                             -------         -------
  Total liabilities                           83,096          64,454

Stockholders' equity:
 Common stock                                  2,037           2,037
 Additional paid-in capital                  137,145         134,206
 Retained earnings                           101,672         105,450
 Treasury stock, at cost                      (2,436)         (3,441)
 Accumulated other non-owner changes           1,087           4,605
                                             -------         -------
  Total stockholders' equity                 239,505         242,857
                                             -------         -------
  Total liabilities and stockholer's equity $322,601        $307,311
                                            ========        ========
<FN>
*The balance sheet at February 27, 2005 has been derived from the
audited financial statements at that date.
</TABLE>

See accompanying Notes to the Condensed Consolidated Financial
Statements.


                   PARK ELECTROCHEMICAL CORP.
                        AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF EARNINGS
        (Amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                 13 weeks ended         39 weeks ended
                                    (Unaudited)            (Unaudited)
                               November   November    November  November
                                  27,       28,         27,       28,
                                 2005      2004        2005      2004

<s>                             <c>        <c>      <c>          <c>
Net sales                       $57,159   $50,359     $165,277   $159,975

Cost of sales                    41,867    40,519      126,360    127,005
                                -------   -------     --------   --------
Gross profit                     15,292     9,840       38,917     32,970
Selling, general and
 administrative expenses          6,092     6,282       18,314     21,144
Realignment and severance
charges (Note 5)                      -       625        1,059        625

Gain on insurance settlement
(Note 10)                             -    (4,745)           -     (4,745)
                                -------   --------     --------   --------
Profit from operations            9,200     7,678        19,544    15,946


Interest and other income         1,562       971         4,381     2,398
                                -------    ------       -------   --------
Earnings before income taxes     10,762     8,649        23,925    18,344

Income tax provision, (Note 12)   1,017       957         2,795      1,684
                                -------   -------      --------   --------
Net earnings                    $ 9,745   $ 7,692      $ 21,130   $ 16,660
                                =======   =======      ========   ========

Earnings per share  (Note 6):
Basic                           $  0.48   $   .39      $   1.06    $  0.84
 Diluted                        $  0.48   $   .38      $   1.05    $  0.83

Weighted average number of
common and common equivalent
shares outstanding:
  Basic shares                   20,099    19,901        20,026     19,866
  Diluted shares                 20,251    20,061        20,183     20,081

Dividends declared per share
(Note 11)                       $  1.08   $  1.14      $   1.24    $  1.26
</TABLE>
See accompanying Notes to the Condensed Consolidated Financial
Statements.




                   PARK ELECTROCHEMICAL CORP.
                        AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (Amounts in thousands)

<TABLE>
<CAPTION>
                                      13 weeks ended            39 weeks ended
                                        (Unaudited)              (Unaudited)
                                 November   November    November   November
                                    27,        28,         28,         28,
                                   2005       2004        2005        2004
<s>                              <c>           <c>         <c>          <c>
Common stock and paid-in capital
Balance, beginning of period      $138,124   $135,909   $136,243   $135,372
Stock option activity                1,058        317      2,939        854
                                  --------   --------   --------   --------
Balance, end of period             139,182    136,226    139,182    136,226
                                  --------   --------   --------   --------
Retained earnings
Balance, beginning of period       113,642    115,502    105,450    108,915
Net income                           9,745      7,692     21,130     16,660
Dividends                          (21,715)   (22,688)   (24,908)   (25,069)
                                  --------    --------   --------   --------
Balance, end of period             101,672    100,506    101,672    100,506
                                  --------   --------    --------   --------
Accumulated other non-owner changes
Balance, beginning of period         2,458      2,985      4,605      3,734
Net unrealized investment
gains (losses)                         (82)      (152)      (318)      (398)
Translation adjustments             (1,289)     1,915     (3,200)      1,412
                                   --------   --------   --------   --------
Balance, end of period               1,087      4,748      1,087       4,748
                                   --------   --------   --------   --------
Treasury stock
Balance, beginning of period        (2,204)    (3,551)    (3,441)     (4,125)
Stock option activity                 (232)        95      1,005         669
                                   --------   --------   --------    --------
Balance, end of period              (2,436)    (3,456)    (2,436)     (3,456)
                                   --------   --------   --------    --------
Total stockholders' equity         $239,505    $238,02   $239,505    $238,024
                                   ========    =======   ========    ========
</TABLE>
See accompanying Notes to the Condensed Consolidated Financial
Statements.





                   PARK ELECTROCHEMICAL CORP.
                        AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Amounts in thousands)
<TABLE>
<CAPTION>
                                              39 Weeks Ended
                                                (Unaudited)
                                          November 27,    November 28,
                                              2005            2004
<s>                                         <c>             <c>
Cash flows from operating activities:
 Net earnings                               $ 21,130        $ 16,660
 Depreciation and amortization                 7,419           7,698
 Gain from insurance settlement                               (4,745)
 Proceeds from insurance settlement                            5,816
 (Gain) loss on sale of fixed assets             (45)             23
 Change in operating assets and liabilities   (4,735)         (5,479)
                                            --------        --------

Net cash provided by operating activities     23,769          19,973
                                            --------        --------

Cash flows from investing activities
 Purchases of property, plant and
  equipment, net                              (3,805)         (2,369)
 Proceeds from sales of fixed assets              64              20
 Purchases of marketable securities          (30,656)        (28,983)
 Proceeds from sales and maturities
  of marketable securities                    14,000          25,924
                                            --------        --------
  Net cash used in investing activities      (20,397)         (5,408)
                                            --------        --------

Cash flows from financing activities:
 Dividends paid                               (4,801)         (3,575)
 Proceeds from exercise of stock options       3,945           1,523
                                            --------        --------
  Net cash used in financing activities         (856)         (2,052)
                                            --------        --------
Change in cash and cash equivalents before
 exchange rate changes                         2,516          12,513

Effect of exchange rate changes on cash
 and cash equivalents                         (1,529)            497
                                            --------        --------
Change in cash and cash equivalents              987          13,010
Cash and cash equivalents, beginning of
Period                                        86,071         129,989
                                            --------        --------
Cash and cash equivalents, end of period    $ 87,058        $142,999
                                            ========        ========
Supplemental cash flow information:
Cash paid (refunded) during the period
for income taxes                            $  3,642        $   (541)

</TABLE>
See accompanying Notes to the Condensed Consolidated Financial
Statements.




                   PARK ELECTROCHEMICAL CORP.
                        AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
        (Amounts in thousands, except per share amounts)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The condensed consolidated balance sheet as of November 27,
     2005,  the  consolidated statements  of  earnings  and  the
     consolidated statements of stockholders' equity for the  13
     weeks and 39 weeks ended November 27, 2005 and November 28,
     2004,  and  the condensed consolidated statements  of  cash
     flows for the 39 weeks then ended have been prepared by the
     Company,  without  audit.  In the  opinion  of  management,
     these  unaudited consolidated financial statements  contain
     all   adjustments  (which  include  only  normal  recurring
     adjustments)  necessary  to present  fairly  the  financial
     position   at  November  27,  2005  and  the   results   of
     operations,  stockholders' equity and cash  flows  for  all
     periods presented.

     Certain   information  and  footnote  disclosures  normally
     included  in  financial statements prepared  in  accordance
     with accounting principles generally accepted in the United
     States have been condensed or omitted. It is suggested that
     these   consolidated  financial  statements  be   read   in
     conjunction with the consolidated financial statements  and
     notes  thereto included in the Company's Annual  Report  on
     Form 10-K for the fiscal year ended February 27, 2005.

<TABLE>
2.   INVENTORIES

     Inventories consisted of the following:
     <CAPTION>

                              November 27,    February 27,
                                 2005             2005

     <s>                       <c>               <c>
     Raw materials            $ 5,869            $ 6,436
     Work-in-process            3,157              3,577
     Finished goods             4,756              5,068
     Manufacturing supplies       373                337
                              -------            -------
                              $14,155            $15,418
                              =======            =======
     </TABLE>

3.   STOCK OPTIONS

     As  of  November 27, 2005, the Company had two fixed  stock
     option  plans.  All  options under the plans  had  exercise
     prices  equal to the market value of the underlying  common
     stock  of  the Company on the dates of grants. The  Company
     continues to apply Accounting Principles Board Opinion  No.
     25, "Accounting for Stock Issued to Employees", and related
     interpretations for the plans. If compensation costs of the
     grants had been determined based upon the fair market value
     at  the  grant dates consistent with Statement of Financial
     Accounting  Standards No. 123, "Accounting for  Stock-Based
     Compensation", the Company's net earnings and earnings  per
     share would have approximated the amounts shown below.

  <TABLE>
 <CAPTION>                      13 weeks ended     39 weeks ended
                            November  November   November    November
                               27,       28,        27,         28,
                              2005      2004       2005        2004
 <s>                        <c>        <c>       <c>         <c>
 Net earnings               $9,745     $7,692    $21,130     $16,660
 Deduct: Total stock-based
 employee compensation
 determined under fair
 value based method for all
 awards, net of tax effects    398        462      1,236       1,365
                            ------     ------    -------     -------
 Pro forma net income       $9,347     $7,230    $19,894      $15,295
                            ======     ======    =======      =======
 EPS-basic as reported      $ 0.48     $ 0.39    $  1.06      $  0.84
 EPS-basic pro forma        $ 0.47     $ 0.36    $  0.99      $  0.77
 EPS-diluted as reported    $ 0.48     $ 0.38    $  1.05      $  0.83
 EPS-diluted pro forma      $ 0.46     $ 0.36    $  0.99      $  0.76
 </TABLE>

4.   DISCONTINUED OPERATIONS

     On  February  4, 2004, the Company announced  that  it  was
     discontinuing  its financial support of its Dielektra  GmbH
     ("Dielektra") subsidiary located in Cologne,  Germany,  due
     to  the  continued erosion of the European market  for  the
     Company's   high   technology  products.   Without   Park's
     financial  support, Dielektra filed an insolvency petition,
     which may result in the reorganization, sale or liquidation
     of Dielektra.  In accordance with SFAS No. 144, "Accounting
     for  the  Impairment  of  Disposal of  Long-Lived  Assets",
     Dielektra  is  treated as a discontinued operation.   As  a
     result  of  the  discontinuation of financial  support  for
     Dielektra, the Company recognized an impairment  charge  of
     $22,023  for  the write-off of Dielektra assets  and  other
     costs  during  the fourth quarter of the 2004 fiscal  year.
     The  liabilities from discontinued operations are  reported
     separately  on  the  consolidated  balance  sheet.    These
     liabilities  from discontinued operations included  $12,094
     for  Dielektra's deferred pension liability.   The  Company
     expects  to  recognize a gain of approximately $17  million
     related  to  the  reversal of these  liabilities  when  the
     Dielektra insolvency process is completed, although  it  is
     unclear when the process will be completed.

     Liabilities for discontinued operations as of November  27,
     2005 and February 27, 2005 consisted of the following:

<TABLE>
<CAPTION>
                              November 27,    February 27,
                                 2005            2005
<s>                             <c>              <c>
Current and other liabilities   $ 5,158         $ 5,157
Pension liabilities              12,094          12,094
                                -------         -------
 Total liabilities              $17,252         $17,251
</TABLE>

5.   REALIGNMENT AND SEVERANCE CHARGES

     During  the  2006 fiscal year first quarter  ended  May  29,
     2005,  the  Company recorded a $1,059 charge  for  one-time
     employment termination benefits for workforce reductions at
     its  Neltec  Europe  SAS subsidiary  in  Mirebeau,  France.
     During  the  2006 fiscal year third quarter ended  November
     27,  2005  and  during the nine months ended  November  27,
     2005,  $189 and $674, respectively, of these benefits  were
     paid.  The remaining portion of these benefits is  expected
     to  be paid during the 2006 fiscal year fourth quarter. The
     related liability balance and activity through November 27,
     2005 are set forth below.

  <TABLE>
  <CAPTION>
                                                           11/27/05
                      Severance    Charges                Remaining
                       Charges      Paid      Reversals  Liabilities
>                      <c>         <c>          <c>         <c>
Neltec Europe SAS:

Termination benefits    $1,059      $674        $  -         $385
                        ------      ----        ----         ----
                        $1,059      $674        $  -         $385
                        ======      ====        ====         ====
</TABLE>

    The  Company  recorded pre-tax charges of $1,934 and  $6,504
     during  the  first  and second quarters,  respectively,  of
     fiscal  year 2004 related to the realignment of  its  North
     American  volume  printed circuit materials  operations  in
     Newburgh,  New York and Fullerton, California.  During  the
     fourth  quarter  of fiscal year 2004, the Company  recorded
     pre-tax charges of $112 related to workforce reductions  in
     Europe.   The  components of these charges and the  related
     liability balances and activity through November  27,  2005
     are set forth below.

<TABLE>
<CAPTION>
                                                           11/27/05
                       Realignment   Charges               Remaining
                        Charges        Paid    Reversals  Liabilities
<s>                      <c>         <c>           <c>     <c>
New York and
California and other
realignment charges:
Lease payments, taxes,
utilities and other      $7,292      $1,923     $  -       $5,369
Severance payments        1,258       1,258        -            -
                         ------      ------     -----      ------
                         $8,550      $3,181     $  -       $5,369
                         ======      ======     =====      ======
</TABLE>

  The  severance payments were for the termination of hourly and
  salaried,    administrative,   manufacturing    and    support
  employees.   Such  employees were terminated during  the  2004
  fiscal  year  first, second and third quarters. The  severance
  payments  were  paid to such employees in installments  during
  fiscal  year  2004.  The  lease  charges  covered  one   lease
  obligation  payable through December 2004  and  a  portion  of
  another  lease obligation payable through September 2013.  For
  the  13  weeks  and  39  weeks ended November  27,  2005,  the
  Company  applied  $123  and  $428, respectively,  of  payments
  against the liability.

6.   EARNINGS PER SHARE

     Basic  earnings  per  share are computed  by  dividing  net
     earnings by the weighted average number of shares of common
     stock  outstanding during the period. Diluted earnings  per
     share  are computed by dividing net earnings by the sum  of
     (a)  the weighted average number of shares of common  stock
     outstanding during the period and (b) the potential  common
     stock  equivalents  outstanding during  the  period.  Stock
     options  are  the  only common stock equivalents,  and  the
     number  of dilutive options is computed using the  treasury
     stock method.

     The  following  table  sets forth  the  basic  and  diluted
     weighted  average  number of shares  of  common  stock  and
     potential  common stock equivalents outstanding during  the
     periods specified:

     <TABLE>
     <CAPTION>
                             13 weeks ended     39 weeks ended
                          November  November  November   November
                             27,       28,       27,        28,
                            2005      2004      2005       2004
     <s>                  <c>        <c>       <c>        <c>
     Weighted average
      shares outstanding
      for basic EPS       20,099     19,901    20,026     19,866

     Net effect of
      dilutive options       152        160       157        215
                          ------     ------    ------     ------
     Weighted average
      shares outstanding
      for diluted EPS     20,251     20,061    20,183     20,081
                          ======     ======    ======     ======
     </TABLE>

     Common  stock equivalents, which were not included  in  the
     computation  of  diluted earnings per share because  either
     the  effect  would have been antidilutive or  the  options'
     exercise prices were greater than the average market  price
     of the common stock, were 22 and 133 for the 13 weeks ended
     November 27, 2005 and November 28, 2004, respectively,  and
     130  and  85 for the 39 weeks ended November 27,  2005  and
     November 28, 2004, respectively.

7.   BUSINESS SEGMENTS

     The  Company  considers itself to operate in  one  business
     segment  because the Company's advanced composite materials
     business  comprises less than 10% of the Company's  assets,
     revenues  and profit from operations on an absolute  basis.
     The   Company's  printed  circuit  materials  products  are
     marketed  primarily to leading independent printed  circuit
     board   fabricators,   electronic   manufacturing   service
     companies,  electronic  contract  manufacturers  and  major
     electronic   original   equipment  manufacturers   ("OEMs")
     located  throughout  North America, Europe  and  Asia.  The
     Company's  advanced  composite  materials  customers,   the
     majority of which are located in the United States, include
     OEMs,   independent   firms   and   distributors   in   the
     electronics, aerospace, and industrial industries.

     Sales  are attributed to geographic region based  upon  the
     region  from  which  the  materials  were  shipped  to  the
     customer.  Sales  between  geographic  regions   were   not
     significant.

     Financial  information concerning the Company's  continuing
     operations by geographic region follows:

     <TABLE>
     <CAPTION>
                          13 weeks ended            39 weeks ended
                     November 27, November 28, November 27, November 28,
                        2005         2004         2005          2004
      <s>               <c>        <c>          <c>           <c>
      Sales:
      North America     $32,651    $28,257      $ 93,298      $90,117
      Europe              8,851      8,469        25,100       26,345
      Asia               15,657     13,633        46,879       43,513
                        -------    -------      --------      -------
        Total sales     $57,159    $50,359      $165,277     $159,975
      </TABLE>

     <TABLE>
     <CAPTION>
                                 November 27,   February 27,
                                    2005           2005
     <s>                           <c>           <c>
     Long-lived assets:
     North America                 $31,327        $32,610
     Europe                          9,253         10,856
     Asia                           20,407         20,183
                                   -------        -------
       Total long-lived assets     $60,987        $63,649
     </TABLE>

8.   COMPREHENSIVE INCOME

     Total  comprehensive income for the 13 weeks ended November
     27,  2005  and  November 28, 2004 was  $8,374  and  $9,455,
     respectively. Total comprehensive income for the  39  weeks
     ended  November 27, 2005 and November 28, 2004 was  $17,612
     and  $17,674, respectively. Comprehensive income  consisted
     primarily  of  net income and foreign currency  translation
     adjustments  and unrealized gains and losses on  marketable
     securities.

9.   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In  May  2005,  the  FASB  issued  Statement  of  Financial
     Accounting  Standards No. 154 ("SFAS No. 154"), "Accounting
     Changes and Error Corrections, a replacement of APB Opinion
     No.  20  and  FASB Statement No. 3". SFAS No. 154  requires
     retrospective   application  to  prior  periods   financial
     statements for changes in accounting principle,  unless  it
     is  impracticable  to determine either the  period-specific
     effects  or the cumulative effect of the change.  SFAS  No.
     154  also  requires  that retrospective  application  of  a
     change  in  accounting principle be limited to  the  direct
     effects  of  the change. Indirect effects of  a  change  in
     accounting principle should be recognized in the period  of
     the  accounting  change. SFAS No. 154  further  requires  a
     change  in  depreciation, amortization or depletion  method
     for long-lived, non-financial assets to be accounted for as
     a  change  in accounting estimate effected by a  change  in
     accounting  principle. SFAS No. 154 will  become  effective
     for  the Company's 2007 fiscal year and is not expected  to
     have  a  material  effect  on  the  Company's  Consolidated
     Financial Statements.

     FASB  Interpretation  No. 47 ("FIN  47"),  "Accounting  for
     Conditional  Asset Retirement Obligations", was  issued  by
     the  FASB  in March 2005. FIN 47 provides guidance relating
     to  the identification of and financial reporting for legal
     obligations to perform an asset retirement activity. FIN 47
     requires recognition of a liability for the fair value of a
     conditional  asset retirement obligation when  incurred  if
     the liability's fair value can be reasonably estimated. FIN
     47  is  effective  no later than the end  of  fiscal  years
     ending after December 15, 2005. The adoption of FIN  47  is
     not  expected  to have a material effect on  the  Company's
     Consolidated Financial Statements.

     In  December 2004, the Financial Accounting Standards Board
     ("FASB") issued Statement of Financial Accounting Standards
     No.  123(R),  "Share-Based Payment"  ("SFAS  123R"),  which
     replaces   SFAS   No.  123,  "Accounting  for   Stock-Based
     Compensation"  ("SFAS  123"),  and  supersedes   Accounting
     Principle Board Opinion No. 25 ("APB 25"), "Accounting  for
     Stock  Issued to Employees". SFAS 123R requires all  share-
     based  payments to employees, including grants of  employee
     stock options, to be recognized in the financial statements
     based on their fair values for fiscal years beginning after
     June  15,  2005 (as delayed by the Securities and  Exchange
     Commission),  with  early adoption  encouraged.  For  years
     beginning  after  June 15, 2005, the pro forma  disclosures
     previously  permitted under SFAS 123 will no longer  be  an
     alternative to financial statement recognition. Under  SFAS
     123R,   a   determination  must  be  made   regarding   the
     appropriate fair value model to be used for valuing  share-
     based  payments,  the amortization method for  compensation
     cost  and  the  transition method to be  used  at  date  of
     adoption.  SFAS  123R permits a prospective application  or
     two  modified  versions of retrospective application  under
     which  financial statements for prior periods are  adjusted
     on  a  basis  consistent  with the  pro  forma  disclosures
     required  for those periods by the original SFAS  123.  The
     Company is required to adopt SFAS 123R in the first quarter
     of  fiscal year 2007, at which time the Company will  begin
     recognizing   an  expense  for  all  unvested   share-based
     compensation  that has been issued. Under the retrospective
     options,  prior periods may be restated either  as  of  the
     beginning  of  the  year of adoption  or  for  all  periods
     presented.  The Company has not yet finalized its  decision
     concerning the transition option it will utilize  to  adopt
     SFAS 123R and is in the process of evaluating the impact of
     FAS 123R on its financial statements.

10.   GAIN ON INSURANCE SETTLEMENT

     In  2005 fiscal year third quarter, the Company settled  an
     insurance  claim for damages sustained by  the  company  in
     Singapore  as the result of an explosion that  occurred  in
     November  2002 in one of the four treaters located  at  its
     Nelco manufacturing facility in Singapore. During the  2005
     fiscal  year, the Company received $5,816 related  to  this
     insurance  claim. The proceeds represent reimbursement  for
     assets   destroyed  in  the  accident  and   for   business
     interruption losses.  As a result, the Company recognized a
     $4,745  gain  during the third quarter ended  November  28,
     2004.

11.   DIVIDENDS DECLARED

     On  October 19, 2005, the Company announced that its  Board
     of  Directors had declared a special cash dividend of $1.00
     per share, which was paid December 15, 2005 to stockholders
     of  record  at the close of business on November 15,  2005.
     This dividend was in addition to the regular quarterly cash
     dividend  of $0.08 per share that the Company announced  on
     September  16,  2005  and paid November  1,  2005.  At  the
     quarter  ended  November 27, 2005, the Company  recorded  a
     $20,107 dividend payable for the special dividend of  $1.00
     paid December 15, 2005.

     On  October 25, 2004, the Company announced that its  Board
     of  Directors had declared a special cash dividend of $1.00
     per   share  and  an  increase  in  the  Company's  regular
     quarterly  dividend to $0.08 per share.  The  special  cash
     dividend of $1.00 per share was paid December 15,  2004  to
     stockholders of record at the close of business on November
     15, 2004. The $0.08 per share dividend was paid February 8,
     2005 to stockholders of record at the close of business  on
     January 6, 2005.  These dividends were in addition  to  the
     regular quarterly cash dividend of $0.06 per share that the
     Company  announced on September 16, 2004 and paid  November
     2,  2004.  At  the  quarter ended November  28,  2004,  the
     Company recorded a $21,494 dividend payable for the special
     dividend  of  $1.00 paid December 15, 2004 and the  regular
     quarterly $0.08 dividend paid February 8, 2005.

12.  INCOME TAX PROVISION

     As part of its quarterly evaluation of deferred tax assets,
     the  Company recognized a tax benefit of $1,512 during  the
     2006 fiscal year third quarter relating to the reversal  of
     valuation allowances against U.S. deferred tax assets.  The
     Company  believes that it is more likely than not that  the
     tax benefits associated with these deferred tax assets will
     be realized during the next two fiscal years.



Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

General:

      Park  is a leading global advanced materials company which
develops,  manufactures and markets high technology digital  and
RF/microwave  printed circuit materials and  advanced  composite
materials  for  the  electronics, military, aerospace,  wireless
communication, specialty and industrial markets.  The  Company's
manufacturing   facilities  are  located  in  Singapore,   China
(currently   under   construction),  France  (two   facilities),
Connecticut,  New  York,  Arizona and  California.  The  Company
operates under the FiberCoteT, Nelcor and Neltecr names.

      The  Company's net sales increased in the three-month  and
nine-month  periods ended November 27, 2005 compared  with  last
year's  comparable periods as a result of increases in sales  by
the  Company's  printed circuit materials  operations  in  North
America  and  Asia  and  increases in  sales  by  the  Company's
advanced  composite materials business, and the Company achieved
higher  operating profits and higher net earnings in the  three-
month  and  nine-month periods ended November 27, 2005  compared
with last year's comparable periods.

      The  Company's net earnings for the three-month and  nine-
month  periods ended November 27, 2005 were increased by  a  tax
benefit  of $1.5 million recognized by the Company in  the  2006
fiscal  year third quarter relating to the reversal of valuation
allowances  against deferred tax assets recorded in  the  United
States in prior periods, and the Company's net earnings for  the
nine  months ended November 27, 2005 were reduced by a  one-time
employment  termination benefits charge of $1.1 million  related
to  a  workforce  reduction at the Company's Neltec  Europe  SAS
subsidiary in Mirebeau, France recorded in the 2006 fiscal  year
first quarter ended May 29, 2005. The Company's net earnings for
the  three-month and nine-month periods ended November 28,  2004
were  increased  by  a  $4.7 million gain related  to  insurance
proceeds  from  the  November 2002  accident  at  the  Company's
Singapore   facility  and  reduced  by  a  one-time   employment
termination benefits charge of $0.6 million related to workforce
reductions  at the Company's North American and European  volume
printed  circuit  materials operations  recorded  in  the  third
quarter ended November 28, 2004.

      The  improvements in the Company's operating  performances
during the three-month and nine-month periods ended November 27,
2005 were attributable principally to increases in sales of  the
Company's printed circuit materials products and cost reductions
resulting  primarily  from  the  workforce  reductions  at   the
Company's  North  American and European volume  printed  circuit
materials  operations in the 2005 fiscal year and the  workforce
reduction  at  the  Company's Neltec Europe  SAS  subsidiary  in
France during the current fiscal year.

      Although  the  condition of the  global  markets  for  the
Company's  printed circuit materials products improved  somewhat
in the second half of the 2004 fiscal year and the first half of
the  2005 fiscal year, those markets weakened in the second half
of  the 2005 fiscal year and continued to be mixed in the  first
and  second  quarters  of  the 2006  fiscal  year  but  improved
somewhat  in  the  third  quarter  of  the  2006  fiscal   year.
Consequently,  sales of the Company's printed circuit  materials
operations  increased in the 2006 fiscal year third quarter  and
nine  months ended November 27, 2005 compared to the  comparable
periods  in  the  2005  fiscal year.  The  military,  aerospace,
specialty  and  industrial markets for  the  Company's  advanced
composite materials business were healthy during the 2006 fiscal
year  first, second and third quarters, and, as a result,  sales
of  the Company's advanced composite materials increased in  the
third  quarter and nine months ended November 27, 2005  compared
to the comparable periods in the prior fiscal year.

       Despite  mixed  conditions  in  almost  all  markets  for
sophisticated printed circuit materials, the Company's operating
profits  in  the 2006 fiscal year third quarter and nine  months
ended  November 27, 2005 were greater than its operating profits
in  the  2005  fiscal year comparable periods principally  as  a
result  of  higher total sales, higher percentages of  sales  of
higher   margin,  high  temperature  printed  circuit  materials
products and the Company's reductions of its costs and expenses.

     The  global  markets  for  the  Company's  printed  circuit
materials continue to be very difficult to forecast, and  it  is
not  clear  to  the  Company what the condition  of  the  global
markets for the Company's printed circuit materials will  be  in
the 2006 fiscal year fourth quarter. The military, aerospace and
specialty  applications  markets  for  the  Company's   advanced
composite materials business continued to be healthy during  the
2006  fiscal  year third quarter, and the Company believes  that
such  markets will continue to be healthy during the 2006 fiscal
year fourth quarter.

     The  Company  continues to invest its human  and  financial
resources  in  the  higher technology portions  of  its  printed
circuit   materials  business  and  in  its  advanced  composite
materials  business. During the 2005 fiscal  year,  the  Company
installed one of its latest generation, high technology treaters
in its newly expanded facility in Singapore; and during the 2006
fiscal   year   second  quarter,  the  Company   completed   the
installation of an additional treater at its FiberCote  advanced
composite  materials facility in Waterbury,  Connecticut,  which
has significantly increased FiberCote's treating capacity.

      While  the Company continued to expand and invest  in  its
business in Asia during the 2005 fiscal year, it made additional
adjustments  to its volume printed circuit materials  businesses
during  that year, particularly in North America, which resulted
in  workforce  reductions at the Company's  North  American  and
European  volume  printed  circuit materials  operations.  As  a
result  of  those  reductions, the Company  recorded  a  pre-tax
employment  termination benefits charge of $0.6 million  in  the
Company's  2005 fiscal year third quarter. In addition,  in  the
2006  fiscal year first and second quarters, the Company reduced
the size of the workforce at its Neltec Europe SAS subsidiary in
Mirebeau,  France, as a result of further deterioration  of  the
European  market for high technology printed circuit  materials,
and  it  recorded  a  one-time employment  termination  benefits
charge of $1.1 million during the 2006 fiscal year first quarter
ended May 29, 2005.

      In  the  2005 fiscal year third quarter, the Company  also
settled   an   insurance   claim  for  property   and   business
interruption losses sustained by the Company in Singapore  as  a
result  of  an explosion in one of the treaters located  at  its
Nelco manufacturing facility in Singapore and recorded a pre-tax
gain of $4.7 million as a result of the settlement.

       The   Company  is  not  engaged  in  any  related   party
transactions   involving  relationships  or  transactions   with
persons  or  entities  that  derive  benefits  from  their  non-
independent  relationship  with the  Company  or  the  Company's
related  parties, or in any transactions with parties with  whom
the  Company  or  its related parties have a  relationship  that
enables  the parties to negotiate terms of material transactions
that  may  or  would not be available from other,  more  clearly
independent parties on an arm's-length basis, or in any  trading
activities  involving  non-exchange traded  commodity  or  other
contracts  that are accounted for at fair value or otherwise  or
in any energy trading or risk management activities

      The  Company  believes that an evaluation of  its  ongoing
operations would be difficult if the disclosure of its financial
results were limited to generally accepted accounting principles
("GAAP")  financial measures, which include special items,  such
as  employment termination benefits charges and the gain on  the
insurance   claim  settlement.  Accordingly,  in   addition   to
disclosing  its financial results determined in accordance  with
GAAP,  the  Company  discloses non-GAAP operating  results  that
exclude  certain  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. Such non-GAAP financial measures are
provided  to supplement the results provided in accordance  with
GAAP.

Three  and  Nine  Months Ended November 27, 2005  Compared  with
Three and Nine Months Ended November 28, 2004:

       The Company's total net sales increased in North America,
Asia and Europe during the three-month period ended November 27,
2005  compared to the three-month period ended November 28, 2004
and  increased in North America and Asia but declined in  Europe
during the nine-month period ended November 27, 2005 compared to
the nine-month period ended November 28, 2004. The Company's net
sales  of  printed circuit materials increased  in  all  regions
during  the three-month period ended November 27, 2005  compared
to  the three-month period ended November 28, 2004 and increased
in North America and Asia but declined in Europe during the nine-
month  period ended November 27, 2005 compared to the nine-month
period  ended  November  28, 2004; and  the  net  sales  of  the
Company's advanced composite materials business increased during
the  three-month and nine-month periods ended November 27,  2005
compared  to  the  three-month  and  nine-month  periods   ended
November 28, 2004. Sales of advanced composite materials were 8%
of  the  Company's total net sales worldwide in the  three-month
and  nine-month periods ended November 27, 2005 compared  to  9%
and 8%, respectively, of the Company's total net sales worldwide
in the 2005 fiscal year comparable periods.

     Despite  the increased sales in the three-month  and  nine-
month  periods  ended November 27, 2005, the Company's  cost  of
sales  were  only slightly higher in the three-month period  and
were lower in the nine-month period ended November 27, 2005 than
in  the  comparable  periods ended November 28,  2004,  and  the
Company  realized  higher gross profits in the  three-month  and
nine-month  periods  ended  November  27,  2005  than   in   the
comparable periods in the prior fiscal year.

        The Company's gross profits in the three-month and nine-
month periods ended November 27, 2005 were higher than the gross
profits  in the prior year's comparable periods primarily  as  a
result  of higher sales volumes, higher percentages of sales  of
higher   margin,  high  temperature  printed  circuit   material
products and the Company's reduction of its operating costs.  In
addition,  reductions  in  selling, general  and  administrative
expenses  as  percentages of sales also enabled the  Company  to
report  profits from operations and net earnings for the  three-
month  and nine-month periods ended November 27, 2005 in amounts
that  were higher than profits from operations and net  earnings
for  the  three-month and nine-month periods ended November  28,
2004,  although  the  results for the  nine-month  period  ended
November  27, 2005 were negatively affected by the $1.1  million
employment  termination benefits charge related to  a  workforce
reduction at the Company's Neltec Europe SAS facility in France.

       Results of Operations

        The Company's total net sales for the three-month period
ended  November  27,  2005 increased 14% to $57.2  million  from
$50.4  million  for last fiscal year's comparable period.  Sales
volumes increased 16% in North America and 15% in Asia and 5% in
Europe during the 2006 fiscal year third quarter compared to the
sales for the same period in the prior year. The Company's total
net  sales  for  the nine-month period ended November  27,  2005
increased  3%  to  $165.3 million from $160.0 million  for  last
fiscal year's comparable period. Sales volumes increased  8%  in
Asia  and  4% in North America but declined 5% in Europe  during
the  nine-month period ended November 27, 2005 compared to  last
fiscal year's comparable period.

        The  Company's  foreign operations accounted  for  $24.5
million  and $72.0 million, respectively, of net sales,  or  43%
and  44% of the Company's total net sales worldwide, during  the
three-month  and  nine-month periods  ended  November  27,  2005
compared with $22.1 million and $69.9 million, respectively,  of
net  sales,  or  44% and 44%, respectively, of total  net  sales
worldwide, during last year's comparable periods. Net  sales  by
the Company's foreign operations during the three-month and nine-
month  periods  ended November 27, 2005 increased  11%  and  3%,
respectively, from the 2005 fiscal year comparable periods, as a
result of increases in sales in Asia during both periods and  as
a  result  of  increased sales in Europe during the  three-month
period.

     For  the  three-month period ended November 27,  2005,  the
Company's sales in North America, Asia and Europe were 57%,  27%
and   16%,  respectively,  of  the  Company's  total  net  sales
worldwide compared with 56%, 27% and 17%, respectively, for  the
three-month  period ended November 28, 2004; and for  the  nine-
month  period  ended November 27, 2005, the Company's  sales  in
North  America,  Asia and Europe were 57%, 28% and  15%  of  the
Company's total net sales worldwide compared with 56%,  27%  and
17%, respectively, for the nine-month period ended November  28,
2004.  The Company's sales in North America increased  16%,  its
sales in Asia increased 15% and its sales in Europe increased 5%
in  the three-month period ended November 27, 2005 compared with
the three-month period ended November 28, 2004, and its sales in
North  America  and Asia increased 4% and 8%, respectively,  and
its  sales in Europe decreased 5% in the nine-month period ended
November  27,  2005  compared with the nine-month  period  ended
November 28, 2004.

      The overall gross profit as a percentage of net sales  for
the  Company's worldwide operations improved to 26.8% and 23.5%,
respectively,  for  the  three  months  and  nine  months  ended
November 27, 2005 compared with 19.5% and 20.6% for last  fiscal
year's  comparable periods. The improvements in the gross profit
margins  were  attributable to increased sales  volumes,  higher
percentages of sales of higher margin, high performance  printed
circuit  materials  products, and reductions  of  the  Company's
operating costs.

     During   the  three-month  and  nine-month  periods   ended
November  27,  2005, the Company's total net sales worldwide  of
high  temperature printed circuit materials, which include  high
performance materials (non-FR4 printed circuit materials),  were
95%  and  96%,  respectively, of the Company's total  net  sales
worldwide  of printed circuit materials, compared with  95%  and
93%,  respectively,  for last fiscal year's comparable  periods;
while  the Company's net sales of such high temperature  printed
circuit   materials  in  North  America  were   97%   and   97%,
respectively,  of  the  Company's total  net  sales  of  printed
circuit  materials in North America, compared with 96% and  95%,
respectively, for last fiscal year's comparable periods; and the
Company's  net  sales  of  such materials  in  Asia  and  Europe
combined, were 94% and 94%, respectively, of the Company's total
net  sales  of  printed circuit materials  in  Asia  and  Europe
combined,  compared  with 93% and 92%,  respectively,  for  last
fiscal year's comparable periods.

      The  Company's high temperature printed circuit  materials
include  its high performance materials (non-FR4 printed circuit
materials), which consist of high-speed, low-loss materials  for
digital and RF/microwave applications requiring increased,  high
bandwidth   signal   integrity,  bismalimide   triazine   ("BT")
materials,  polyimides  for applications that  demand  extremely
high     thermal     performance,    cyanate     esters,     and
polytetrafluoroethylene  ("PTFE")  materials  for   RF/microwave
systems that operate at frequencies up to 77GHz.

     During   the  three-month  and  nine-month  periods   ended
November  27,  2005, the Company's total net sales worldwide  of
high  performance  printed  circuit materials  (non-FR4  printed
circuit  materials)  were  42% and  40%,  respectively,  of  the
Company's   total   net  sales  worldwide  of  printed   circuit
materials,  compared  with 37% and 36%, respectively,  for  last
fiscal year's comparable periods; while the Company's net  sales
of  such  high  performance printed circuit materials  in  North
America  were 48% and 46%, respectively, of the Company's  total
net  sales  of  printed  circuit  materials  in  North  America,
compared with 45% and 43%, respectively, for last fiscal  year's
comparable  periods;  and  the  Company's  net  sales  of   such
materials  in  Asia  and  Europe combined,  were  34%  and  32%,
respectively,  of  the  Company's total  net  sales  of  printed
circuit materials in Asia and Europe combined, compared with 28%
and   28%,  respectively,  for  last  fiscal  year's  comparable
periods.

     The  Company's cost of sales increased by only  3%  in  the
three-months ended November 27, 2005 and decreased  by  0.5%  in
the  nine-months  ended November 27, 2005  from  the  comparable
periods in the 2005 fiscal year, despite higher sales and higher
production volumes in the 2006 fiscal year periods than  in  the
2005  fiscal  year periods. The Company's cost  of  sales  as  a
percentage   of   net  sales  declined  to  73.2%   and   76.5%,
respectively,  in the three-month and nine-month  periods  ended
November  27,  2005 from 80.5% and 79.4%, respectively,  in  the
three-month  and  nine-month periods  ended  November  28,  2004
resulting  in  gross  profit  margin  improvements,  which  were
attributable  to  cost  reduction measures  implemented  by  the
Company, including workforce reductions.

     Selling,  general and administrative expenses decreased  by
$0.2  million and $2.8 million, respectively, or by 3% and  13%,
during   the   three-month   period   and   nine-month   period,
respectively, ended November 27, 2005 compared with last  fiscal
year's  comparable  periods,  and these  expenses,  measured  as
percentages of sales, were 10.7% and 11.0%, respectively, during
the  three-month and nine-month periods ended November 27,  2005
compared with 12.4% and 13.2%, respectively, during last  fiscal
year's comparable periods. The decreases in selling, general and
administrative  expenses in the 2006 fiscal  year  periods  were
results of decreases in almost all categories of expenses.

     The Company recognized a tax benefit of $1.5 million in the
2006  fiscal  year  third quarter relating to  the  reversal  of
valuation allowances against deferred tax assets recorded in the
United  States  in  prior periods, and the  Company  incurred  a
charge  of  $1.1  million, for which there was no  tax  benefit,
during  the  2006  fiscal  year  first  quarter  for  employment
termination  benefits related to a workforce  reduction  at  its
Neltec Europe SAS subsidiary in Mirebeau, France.

     In the 2005 fiscal year third quarter, the Company recorded
a  pre-tax gain of $4.7 million resulting from the settlement of
an insurance claim for property and business interruption losses
sustained  by  the  Company  in Singapore  as  a  result  of  an
explosion  in  one  of the four treaters located  at  its  Nelco
manufacturing facility in Singapore and a pre-tax charge of $0.6
million  for  employment  termination  benefits  resulting  from
workforce  reductions  at  the  Company's  North  American   and
European volume printed circuit materials operations.

      For the reasons set forth above, the Company's profit from
operations was $9.2 million for the three months ended  November
27,  2005 compared to profit from operations of $7.7 million for
the  three  months ended November 28, 2004, including  the  $4.7
million   pre-tax  gain  described  above  resulting  from   the
insurance  settlement  and  the  $0.6  million  pre-tax   charge
described  above  for employment termination benefits  resulting
from  workforce  reductions, and its profit from operations  was
$19.5  million  for  the nine months ended  November  27,  2005,
including  the  $1.1  million  employment  termination  benefits
charge described above, compared with profit from operations  of
$15.9  million  for  the nine months ended  November  28,  2004,
including  the pre-tax gain described above resulting  from  the
insurance settlement and the pre-tax charge described above  for
employment   termination  benefits  resulting   from   workforce
reductions.

        Interest  and other income, net, principally  investment
income, was $1.6 million and $4.4 million, respectively, for the
three-month  and  nine-month periods  ended  November  27,  2005
compared  with $1.0 million and $2.4 million, respectively,  for
last   fiscal  year's  comparable  periods.  The  increases   in
investment  income  were  attributable  principally  to   higher
prevailing  interest rates and larger amounts of cash  available
for  investment during the 2006 fiscal year periods than  during
the  2005  fiscal  year periods. The Company's investments  were
primarily  in  short-term taxable instruments and  money  market
funds.

        The  Company's effective income tax rates for the three-
month  and nine-month periods ended November 27, 2005 were  9.4%
and  11.7%,  respectively, compared with  effective  income  tax
rates  of  11.1% and 9.2% for the three months and  nine  months
ended  November 28, 2004. The lower tax provision for the three-
month  period ended November 27, 2005 was primarily due  to  the
reversal  of  valuation  allowances against  U.S.  deferred  tax
assets, the tax benefits of which the Company believes are  more
likely than not to be realized during the next two fiscal years.
The  higher  provision for the nine-month period ended  November
27,  2005  was primarily the result of higher taxable income  in
jurisdictions with higher income tax rates.

      The  Company's  net  earnings for the three  months  ended
November  27, 2005 were $9.7 million, including the tax  benefit
of  $1.5  million  described above relating to the  reversal  of
valuation  allowances against previously recorded  deferred  tax
assets, compared to net earnings of $7.7 million, including  the
$4.7  million  pre-tax gain described above resulting  from  the
insurance  settlement  and  the  $0.6  million  pre-tax   charge
described  above  for employment termination benefits  resulting
from  workforce reductions, for the three months ended  November
28,  2004. The Company's net earnings for the nine months  ended
November 27, 2005 were $21.1 million, including the tax  benefit
described  above  and  the $1.1 million  employment  termination
benefits  charge described above, compared with net earnings  of
$16.7 million for the nine-month period ended November 28, 2004,
including  the pre-tax gain described above resulting  from  the
insurance settlement and the pre-tax charge described above  for
employment   termination  benefits  resulting   from   workforce
reductions.

     Basic  and diluted earnings per share were $0.48, including
the  tax  benefit  described above, for the  three-month  period
ended  November 27, 2005, compared to basic and diluted earnings
per  share of $0.39 and $0.38, respectively, including the  pre-
tax gain resulting from the insurance settlement and the pre-tax
charge for employment termination benefits described above,  for
the  three-month  period  ended November  28,  2004.  Basic  and
diluted  earnings per share were $1.06 and $1.05,  respectively,
including   the  tax  benefit  and  the  employment  termination
benefits charge described above, for the nine-month period ended
November  27,  2005, compared to basic and diluted earnings  per
share  of  $0.84 and $0.83, respectively, including the  pre-tax
gain  resulting  from the insurance settlement and  the  pre-tax
charges for employment termination benefits described above, for
the nine-month period ended November 28, 2004.

Liquidity and Capital Resources:

      At  November  27, 2005, the Company's cash  and  temporary
investments were $206.9 million compared with $189.6 million  at
February  27,  2005, the end of the Company's 2005 fiscal  year.
The  increase in the Company's cash and investment  position  at
November  27,  2005  was  attributable  to  cash  generated   by
operating  activities, partially offset by  a  net  decrease  in
working  capital  items  and by the  payment  of  dividends  and
purchases  of  property,  plant  and  equipment.  The  Company's
working  capital (which includes cash and temporary investments)
was  $200.8  million at November 27, 2005 compared  with  $201.5
million at February 27, 2005. The decrease in working capital at
November  27,  2005  compared  to  February  27,  2005  was  due
principally to dividends payable and an increase in income taxes
payable,  which  were only partially offset by the  increase  in
cash  and  temporary  investments and  an  increase  in  prepaid
expenses  and  other current assets. The dividends payable  were
attributable  to the Company's declaration in the third  quarter
of  a  special cash dividend of $1.00 per share payable December
15,   2005,  and  the  increase  in  income  taxes  payable  was
attributable mainly to the increase in the income tax provision,
which  was  primarily  the result of higher  taxable  income  in
jurisdictions  with  higher income tax rates.  The  increase  in
prepaid   expenses  and  other  current  assets  was   primarily
attributable  to  increases  in prepaid  income  taxes,  prepaid
insurance  and  prepaid  property taxes. The  Company's  current
ratio  (the ratio of current assets to current liabilities)  was
4.3  to  1 at November 27, 2005 compared to 5.8 to 1 at February
27, 2005.

      During  the  nine  months ended  November  27,  2005,  net
earnings from the Company's operations, before depreciation  and
amortization,  of  $28.5 million reduced by a  net  decrease  in
working  capital  items,  resulted  in  $23.8  million  of  cash
provided  by  operating activities. During the  same  nine-month
period,  the  Company expended $3.8 million for the purchase  of
property, plant and equipment compared with $2.4 million for the
nine-month  period  ended November 28, 2004.  In  addition,  the
Company  paid $4.8 million in dividends on its common  stock  in
the  nine-month period ended November 27, 2005 compared to  $3.6
million  in the nine-month period ended November 28,  2004.  The
higher  amount in the nine-month period ended November 27,  2005
was the result of an increase in the dividend rate from $0.06 to
$0.08  per share declared in the 2005 fiscal year third quarter.
Net  expenditures  for property, plant and equipment  were  $3.3
million in the 2005 fiscal year, $2.4 million in the 2004 fiscal
year and $6.4 million in the 2003 fiscal year.

      At November 27, 2005 and at February 27, 2005, the Company
had no long-term debt.

      The  Company  believes  its financial  resources  will  be
sufficient, for the foreseeable future, to provide for continued
investment in working capital and property, plant and  equipment
and for general corporate purposes. Such resources would also be
available   for   purchases  of  the  Company's  common   stock,
appropriate  acquisitions and other expansions of the  Company's
business.

      The  Company is not aware of any circumstances  or  events
that are reasonably likely to occur that could materially affect
its liquidity.

      The Company's contractual obligations and other commercial
commitments  to  make future payments under contracts,  such  as
lease  agreements, consist only of operating lease  commitments.
The  Company  has no long-term debt, capital lease  obligations,
unconditional   purchase   obligations   or   other    long-term
obligations,  standby  letters of  credit,  guarantees,  standby
repurchase  obligations  or  other  commercial  commitments   or
contingent commitments, other than two standby letters of credit
in  the  total  amount of $2.0 million to secure  the  Company's
obligations  under  its workers' compensation insurance  program
and  certain  limited  energy  purchase  contracts  intended  to
protect the Company from increased utilities costs.

      As  of  November 27, 2005, there were no material  changes
outside  the  ordinary course of the Company's business  in  the
Company's contractual obligations disclosed in Item 7 of Part II
of  its  Form  10-K  Annual Report for  the  fiscal  year  ended
February 27, 2005.

Off-Balance Sheet Arrangements:

     The Company's liquidity is not dependent on the use of, and
the  Company is not engaged in, any off-balance sheet  financing
arrangements, such as securitization of receivables or obtaining
access to assets through special purpose entities.

Environmental Matters:

      In  the  nine-month periods ended November  27,  2005  and
November  28,  2004, the Company charged less than $0.1  million
against  pretax income for environmental remedial  response  and
voluntary  cleanup  costs (including legal fees).  While  annual
expenditures have generally been constant from year to year  and
may  increase over time, the Company expects it will be able  to
fund  such  expenditures  from available  cash.  The  timing  of
expenditures   depends  on  a  number  of   factors,   including
regulatory approval of cleanup projects, remedial techniques  to
be  utilized and agreements with other parties. At November  27,
2005   and   February  27,  2005,  the  recorded  liability   in
liabilities   from  discontinued  operations  for  environmental
matters  related to Dielektra was $2.1 million and the  recorded
liability  in accrued liabilities for environmental matters  was
$2.2  million.  Management  does not expect  that  environmental
matters  will  have a material adverse effect on the  liquidity,
capital  resources, business, consolidated results of operations
or consolidated financial position of the Company.

Critical Accounting Policies and Estimates:

       In   response  to  financial  reporting  release,  FR-60,
"Cautionary   Advice   Regarding   Disclosure   About   Critical
Accounting  Policies",  issued by the  Securities  and  Exchange
Commission  in  December  2001,  the  following  information  is
provided   regarding  critical  accounting  policies  that   are
important  to  the  Consolidated Financial Statements  and  that
entail,   to   a  significant  extent,  the  use  of  estimates,
assumptions and the application of management's judgment.

     General

     The  Company's  discussion and analysis  of  its  financial
condition and results of operations are based upon the Company's
consolidated financial statements, which have been  prepared  in
accordance with accounting principles generally accepted in  the
United  States.  The  preparation of these financial  statements
requires   the  Company  to  make  estimates,  assumptions   and
judgments   that   affect  the  reported  amounts   of   assets,
liabilities, revenues and expenses and the related disclosure of
contingent  liabilities.  On  an  on-going  basis,  the  Company
evaluates  its  estimates,  including  those  related  to  sales
allowances, allowances for bad debts, inventories, valuation  of
long-lived  assets, income taxes, restructurings,  pensions  and
other   employee   benefit  programs,  and   contingencies   and
litigation.  The  Company  bases  its  estimates  on  historical
experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form
the  basis  for  making judgments about the carrying  values  of
assets and liabilities that are not readily apparent from  other
sources.  Actual  results may differ from these estimates  under
different assumptions or conditions.

     The Company believes the following critical accounting
policies affect its more significant judgments and estimates
used in the preparation of its consolidated financial
statements.

     Revenue Recognition

     Sales revenue is recognized at the time title to product is
transferred  to a customer. All material sales transactions  are
for  the  shipment of manufactured prepreg and laminate products
and advanced composite materials. The Company ships its products
to  customers based upon firm orders, with fixed selling prices,
when collection is reasonably assured.

     Sales Allowances

      The  Company  provides for the estimated  costs  of  sales
allowances  at the time such costs can be reasonably  estimated.
The  Company's products are made to customer specifications  and
tested  for adherence to such specifications before shipment  to
customers.  There  are no future performance requirements  other
than  the  products'  meeting  the  agreed  specifications.  The
Company's  bases for providing sales allowances for returns  are
known  situations  in  which products may  have  failed  due  to
manufacturing defects in the products supplied by  the  Company.
The  Company  is  focused on manufacturing the  highest  quality
printed  circuit  materials  and  advanced  composite  materials
possible  and  employs stringent manufacturing process  controls
and  works  with  raw  material  suppliers  who  have  dedicated
themselves  to  complying with the Company's specifications  and
technical  requirements. The amounts of returns  and  allowances
resulting   from  defective  or  damaged  products   have   been
approximately 1.0% of sales for each of the Company's last three
fiscal years.

     Allowances for Bad Debts

     The  Company maintains allowances for doubtful accounts for
estimated  losses resulting from the inability of its  customers
to  make  required payments. If the financial condition  of  the
Company's  customers  were  to  deteriorate,  resulting  in   an
impairment   of  their  ability  to  make  payments,  additional
allowances may be required.

     Inventories

     Inventories  are  stated at the lower  of  cost  (first-in,
first-out  method)  or  market.  The  Company  writes  down  its
inventory  for  estimated obsolescence or unmarketability  based
upon  the  age  of  the inventory and assumptions  about  future
demand for the Company's products and market conditions.

     Valuation of Long-lived Assets

     The  Company  assesses the impairment of long-lived  assets
whenever  events or changes in circumstances indicate  that  the
carrying  value of such assets may not be recoverable. Important
factors that could trigger an impairment review include, but are
not limited to, significant negative industry or economic trends
and  significant changes in the use of the Company's  assets  or
strategy of the overall business.

     Income Taxes

     Carrying  value  of the Company's net deferred  tax  assets
assumes  that  the  Company will be able to generate  sufficient
future  taxable  income in certain tax jurisdictions,  based  on
estimates  and  assumptions. If these estimates and  assumptions
change  in  the  future, the Company may be required  to  record
additional valuation allowances against its deferred tax  assets
resulting  in  additional income tax expense  in  the  Company's
consolidated  statement of operations. Management evaluates  the
realizability of the deferred tax assets quarterly and  assesses
the need for additional valuation allowances quarterly.

     Restructurings

     The   Company  recorded  charges  in  connection  with  the
realignment  of its Neltec Europe SAS business in France  during
the  three  months  ended May 29, 2005 and  its  North  American
volume  printed circuit materials operations during  the  fiscal
years  ended  February 29, 2004 and March 2, 2003.  The  Company
also   recorded  realignment  charges  in  its  North   American
operations  during the fiscal year ended February 27,  2005.  In
addition,  during  the  2003 fiscal year, the  Company  recorded
charges   in  connection  with  the  closure  of  the  Company's
manufacturing  facility  in  England.  Prior  to  the  Company's
treating Dielektra GmbH as a discontinued operation, the Company
recorded  charges  in connection with the closure  of  the  mass
lamination  operation  of  Dielektra  and  the  realignment   of
Dielektra during the fiscal years ended February 29, 2004, March
2, 2003 and March 3, 2002.

     Contingencies and Litigation

     The  Company  is subject to a small number of  proceedings,
lawsuits  and other claims related to environmental, employment,
product and other matters. The Company is required to assess the
likelihood of any adverse judgments or outcomes in these matters
as  well as potential ranges of probable losses. A determination
of   the  amount  of  reserves  required,  if  any,  for   these
contingencies is made after careful analysis of each  individual
issue. The required reserves may change in the future due to new
developments in each matter or changes in approach,  such  as  a
change in settlement strategy in dealing with these matters.

     Pension and Other Employee Benefit Programs

     Dielektra  GmbH  has  significant pension  costs  that  are
developed   from   actuarial  valuations.  Inherent   in   these
valuations are key assumptions including discount rates and wage
inflation  rates.  The pension liability of Dielektra  has  been
included  in  liabilities from discontinued  operations  on  the
Company's balance sheet.

     The  Company's obligations for workers' compensation claims
are  effectively  self-insured. The Company  uses  an  insurance
company  administrator to process all such claims and  benefits.
The  Company  accrues its workers' compensation liability  based
upon   the   claim  reserves  established  by  the   third-party
administrator and historical experience.

     The  Company  and certain of its subsidiaries have  a  non-
contributory  profit  sharing  retirement  plan  covering  their
regular   full-time  employees.  In  addition,   the   Company's
subsidiaries  have  various  bonus  and  incentive  compensation
programs,   most   of  which  are  determined  at   management's
discretion.

     The  Company's reserves associated with these  self-insured
liabilities and benefit programs are reviewed by management  for
adequacy at the end of each reporting period.

Factors that May Affect Future Results.

        Certain  portions of this Report which do not relate  to
historical  financial  information may be deemed  to  constitute
forward-looking  statements that are subject to various  factors
which  could  cause  actual results to  differ  materially  from
Park's  expectations or from results which might  be  projected,
forecast,  estimated  or  budgeted by the  Company  in  forward-
looking  statements. Such factors include, but are  not  limited
to,   general  conditions  in  the  electronics  industry,   the
Company's  competitive  position, the status  of  the  Company's
relationships   with  its  customers,  economic  conditions   in
international  markets, the cost and availability of  utilities,
and  the  various  factors set forth under the caption  "Factors
That  May  Affect Future Results" after Item 7 of Park's  Annual
Report on Form 10-K for the fiscal year ended February 27, 2005.

Item  3.   Quantitative and Qualitative Disclosure About  Market
Risk.

        The  Company's market risk exposure at November 27, 2005
is  consistent with, and not greater than, the types  of  market
risk  and amount of exposures presented in the Annual Report  on
Form 10-K for the fiscal year ended February 27, 2005.
Item 4.   Controls and Procedures.

     (a)  Disclosure Controls and Procedures.

         The Company's management, with the participation of the
Company's  Chief Executive Officer and Chief Accounting  Officer
(the  person currently performing the functions similar to those
performed  by a principal financial officer), has evaluated  the
effectiveness   of   the  Company's  disclosure   controls   and
procedures (as such term is defined in Rules 13a-15(e) and  15d-
15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"))  as  of November 27,  2005,  the  end  of  the
quarterly fiscal period covered by this quarterly report.  Based
on  such  evaluation, the Company's Chief Executive Officer  and
Chief  Accounting Officer have concluded that, as of the end  of
such  period,  the Company's disclosure controls and  procedures
are   effective   in  recording,  processing,  summarizing   and
reporting,  on  a  timely  basis,  information  required  to  be
disclosed by the Company in the reports that it files or submits
under  the  Exchange  Act  and are effective  in  ensuring  that
information  required  to be disclosed by  the  Company  in  the
reports  that  it  files or submits under the  Exchange  Act  is
accumulated   and  communicated  to  the  Company's  management,
including  the  Company's  Chief  Executive  Officer  and  Chief
Accounting  Officer,  as appropriate to allow  timely  decisions
regarding required disclosure.

     (b)  Changes in Internal Control Over Financial Reporting.

         There has not been any change in the Company's internal
control  over  financial reporting (as such term is  defined  in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal  quarter to which this report relates that has materially
affected,  or  is  reasonably likely to materially  affect,  the
Company's internal control over financial reporting.



                   PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

     None.

Item 2.   Unregistered  Sales of Equity Securities  and  Use  of
          Proceeds

      The  following table provides information with respect  to
shares  of  the Company's Common Stock acquired by  the  Company
during  each  month included in the Company's 2006  fiscal  year
third quarter ended November 27, 2005.

<TABLE>
<CAPTION>
                                       Total Number   Maximum Number
                                       of Shares (or  (or Approximate
                                          Units)        Dollar Value)
                                       Purchased as    of Shares (or
                   Total     Average      Part of     Units) that May
                 Number of    Price      Publicly         yet Be
                Shares (or  paid per     Announced    Purchased Under
                  Units)    Share (or     Plan or      the Plans or
  Period         Purchased    Unit)      Programs        Programs
<s>               <c>           <c>         <c>         <c>
August 29-
September 30         0           -           0

October 1-31      16,065(a)   $26.18         0

November 1-28      6,040(a)   $25.10         0

Total             22,105(a)   $25.88         0         2,000,000(b)
</TABLE>

(a)   Acquired by the Company upon surrender of such  shares  to
the  Company  in payment of the exercise price of stock  options
issued pursuant to the Company's 1992 Stock Option Plan.

(b)  Aggregate number of shares available to be purchased by the
Company  pursuant  to  a  previous share purchase  authorization
announced  on  October 20, 2004. Pursuant to such authorization,
the  Company is authorized to purchase its shares from  time  to
time on the open market or in privately negotiated transactions.

Item 3.   Defaults Upon Senior Securities.

   None.

Item 4.   Submission of Matters to a Vote of Security Holders.

   None

Item 5.   Other Information.

   None.


Item 6.   Exhibits.

     31.1 Certification of Chief Executive Officer  pursuant  to
           Exchange Act Rule 13a-14(a) or 15d-14(a).

     31.2 Certification  of  Chief Accounting  Officer  pursuant
           to Exchange Act Rule 13a-14(a) or 15d-14(a).

     32.1 Certification of Chief Executive Officer  pursuant  to
           18  U.S.C.  Section  1350,  as  adopted  pursuant  to
           Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2 Certification  of  Chief Accounting  Officer  pursuant
           to  18  U.S.C. Section 1350, as adopted  pursuant  to
           Section 906 of the Sarbanes-Oxley Act of 2002.




                           SIGNATURES


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 thereunto duly authorized.



                                   Park Electrochemical Corp.
                                   --------------------------
                                         (Registrant)


                                   /s/Brian E. Shore
Date:  January 5, 2006             ------------------------
                                      Brian E. Shore
                                       President and
                                   Chief Executive Officer


                                   /s/James W. Kelly
Date:  January 5, 2006             ------------------------
                                        James W. Kelly
                                Vice President, Taxes and Planning
                                      Chief Accounting Officer



                          EXHIBIT INDEX


  Exhibit No.  Name                                          Page
  -----------  ----                                          ----

  31.1         Certification of Chief Executive
               Officer pursuant to Exchange Act Rule
               13a-14(a) or 15d-14(a)                         30

  31.2         Certification of Chief Accounting
               Officer pursuant to Exchange Act Rule
               13a-14(a) or 15d-14(a)                         32

  32.1         Certification of Chief Executive
               Officer pursuant to 18 U.S.C. Section
               1350, as adopted pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002          34

  32.2         Certification of Chief Accounting
               Officer pursuant to 18 U.S.C. Section
               1350, as adopted pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002                 35





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>ex3101q.txt
<DESCRIPTION>CEO CERTIFICATION
<TEXT>
                                                       30
                                                EXHIBIT 31.1


          Certification of Chief Executive Officer
    Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)


I, Brian E. Shore, certify that:

1.   I  have reviewed this Quarterly Report on Form 10-Q for
     the  quarterly period ended November 27, 2005  of  Park
     Electrochemical Corp.;

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state  a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements were
     made, not misleading with respect to the period covered by
     this report;

3.   Based  on  my knowledge, the financial statements,  and
     other financial information included in this report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;

4.   The  registrant's other certifying officer  and  I  are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-15(e) and 15d-15(e)) and internal control over financial
     reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     (a)  designed such disclosure controls and procedures, or
          caused such disclosure controls and procedures to be
          designed under our supervision, to ensure that material
          information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others
          within those entities, particularly during the period in
          which this report is being prepared;
     (b)  designed  such  internal  control  over  financial
          reporting, or caused such internal control over financial
          reporting to be designed under our supervision, to provide
          reasonable assurance regarding the reliability of financial
          reporting and the preparation of financial statements for
          external purposes in accordance with generally accepted
          accounting principles;
     (c)  evaluated  the  effectiveness of the  registrant's
          disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and
     (d)  disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably
          likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The  registrant's other certifying officer and  I  have
     disclosed, based on our most recent evaluation of internal
     control  over  financial reporting, to the registrant's
     auditors and the audit committee of the registrant's board
     of  directors  (or  persons performing  the  equivalent
     functions):

     (a)  all significant deficiencies and material weaknesses in
          the design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and
     (b)  any  fraud, whether or not material, that involves
          management or other employees who have a significant role in
          the registrant's internal control over financial reporting.



Date:     January 5, 2006




/s/Brian E. Shore___________________
Brian E. Shore
President and Chief Executive Officer
















[exhibit3101q]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ex3102q.txt
<DESCRIPTION>CFO CERTIFICATION
<TEXT>
                                                       32
                                                EXHIBIT 31.2


          Certification of Chief Accounting Officer
    Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)


I, James W. Kelly, certify that:

1.   I  have reviewed this Quarterly Report on Form 10-Q for
     the  quarterly period ended November 27, 2005  of  Park
     Electrochemical Corp.;

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state  a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements were
     made, not misleading with respect to the period covered by
     this report;

3.   Based  on  my knowledge, the financial statements,  and
     other financial information included in this report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;

4.   The  registrant's other certifying officer  and  I  are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-15(e) and 15d-15(e)) and internal control over financial
     reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) for the registrant and have:

     (a)  designed such disclosure controls and procedures, or
          caused such disclosure controls and procedures to be
          designed under our supervision, to ensure that material
          information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others
          within those entities, particularly during the period in
          which this report is being prepared;
     (b)  designed  such  internal  control  over  financial
          reporting, or caused such internal control over financial
          reporting to be designed under our supervision, to provide
          reasonable assurance regarding the reliability of financial
          reporting and the preparation of financial statements for
          external purposes in accordance with generally accepted
          accounting principles;
     (c)  evaluated  the  effectiveness of the  registrant's
          disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and
     (d)  disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably
          likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The  registrant's other certifying officer and  I  have
     disclosed, based on our most recent evaluation of internal
     control  over  financial reporting, to the registrant's
     auditors and the audit committee of the registrant's board
     of  directors  (or  persons performing  the  equivalent
     functions):

     (a)  all significant deficiencies and material weaknesses in
          the design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and
     (b)  any  fraud, whether or not material, that involves
          management or other employees who have a significant role in
          the registrant's internal control over financial reporting.



Date:     January 5, 2006



/s/James W. Kelly
James W. Kelly
Vice President, Taxes and Planning
Chief Accounting Officer













[exhibit3102q]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>ex321q.txt
<DESCRIPTION>CEO CERTIFICATION
<TEXT>
                                                           34
[exhibit32.1q]ll
                                                 EXHIBIT 32.1





    Certification of Chief Executive Officer Pursuant to
                   18 U.S.C. Section 1350,
                   as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002


In  connection with the Quarterly Report on Form 10-Q of Park
Electrochemical Corp.(the "Company") for the quarterly period
ended  November  27,  2005 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  Brian
E.  Shore,  as President and Chief Executive Officer  of  the
Company,  hereby certifies, pursuant to 18 U.S.C.   1350,  as
adopted  pursuant to  906 of the Sarbanes-Oxley Act of  2002,
that, to the best of his knowledge:

      (1)  The Report fully complies with the requirements of
Section  13(a)  or 15(d) of the Securities  Exchange  Act  of
1934; and

      (2)   The  information contained in the  Report  fairly
presents,  in all material respects, the financial  condition
and results of operations of the Company.



/s/Brian E. Shore
Name:  Brian E. Shore
Title: President and Chief Executive Officer
Date:  January 5, 2006













</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>ex322q.txt
<DESCRIPTION>CFO CERTIFICATION
<TEXT>
                                                           35
Exhibit 32.2q
                                                 EXHIBIT 32.2





    Certification of Chief Accounting Officer Pursuant to
                   18 U.S.C. Section 1350,
                   as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002


In  connection with the Quarterly Report on Form 10-Q of Park
Electrochemical Corp.(the "Company") for the quarterly period
ended  November  27,  2005 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  James
W.  Kelly,  as Vice President, Taxes and Planning  and  Chief
Accounting Officer of the Company, hereby certifies, pursuant
to  18  U.S.C.   1350, as adopted pursuant  to   906  of  the
Sarbanes-Oxley  Act  of  2002,  that,  to  the  best  of  his
knowledge:

      (1)  The Report fully complies with the requirements of
Section  13(a)  or 15(d) of the Securities  Exchange  Act  of
1934; and

      (2)   The  information contained in the  Report  fairly
presents,  in all material respects, the financial  condition
and results of operations of the Company.




/s/James W. Kelly
Name:  James W. Kelly
Title: Vice President, Taxes and Planning
       Chief Accounting Officer
Date:  January 5, 2006








</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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