UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C. 20549

                   ______________________



                          FORM 8-K

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


 Date of report (Date of earliest event reported): August 5, 2004
                                                -----------------

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


        New York               1-4415         11-1734643
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(State or Other Jurisdiction (Commission    (IRS Employer
of Incorporation)             File Number)  Identification No.)


5 Dakota Drive, Lake Success,        New York           11042
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 (Address of Principal Executive Offices)     (Zip Code)


Registrant's telephone number, including area code (516) 354-4100
                                              -------------------




















Item 4.   Changes in Registrant's Certifying Accountant.

      On August 5, 2004, the Audit Committee of the Board of
Directors  of  Park  Electrochemical Corp.  (the  "Company")
engaged  Grant  Thornton  LLP as the  Company's  independent
auditor  for  the  current fiscal year ending  February  27,
2005.  Grant  Thornton's  engagement  by  the  Company  will
commence   with  its  review  of  the  Company's   financial
statements  for  the 2005 fiscal year second quarter  ending
August 29, 2004.

     The Company has not in the last two fiscal years or any
subsequent interim period consulted Grant Thornton regarding
(i)  the application of accounting principles to a specified
transaction  or  the  type of audit opinion  that  might  be
rendered on the Company's financial statements, or (ii)  any
matter that was either the subject of a "disagreement" or  a
"reportable  event",  as  such terms  are  defined  in  Item
304(a)(1)(iv)  and (v) of Regulation S-K of  the  Securities
and Exchange Commission.









































                          SIGNATURE





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


                         PARK ELECTROCHEMICAL CORP.



Date:  August 6, 2004         By:/s/Murray O. Stamer
                         Name:  Murray O. Stamer
                         Title: Senior Vice President and
                               Chief Financial Officer