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): October 20, 2004
                                                  ----------------

                 PARK ELECTROCHEMICAL CORP.
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(Exact Name of Registrant as Specified in Charter)
                                                   
                                                   
        New York               1-4415         11-1734643
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(State or Other Jurisdication (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
                                                   --------------
                         Not Applicable
-----------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
                              
Check  the  appropriate box below if the Form 8-K filing  is
intended to simultaneously satisfy the filing obligation  of
the registrant under any of the following provisions:

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


Item 8.01 Other Events.
--------- ------------

           Park Electrochemical Corp. (the "Company") issued
a  news release on October 20, 2004 reporting that its Board
of  Directors has authorized the Company's purchase, on  the
open market and in privately negotiated transactions, of  up
to  2,000,000  shares  of  its  common  stock,  representing
approximately   10%  of  the  Company's   19,899,389   total
outstanding  shares as of the close of business  on  October
19, 2004, and reporting that this authorization replaces the
Board  of  Directors' previous authorizations  in  June  and
September 1998 to purchase up to a total of 3,959,970 shares
of the Company's common stock, that the Company purchased  a
total   of   1,654,800  shares  pursuant  to  the   previous
authorizations at an average share cost of $8.129, that  all
of  such shares were purchased in September 1998, that there
were  2,305,170  shares available to  be  purchased  by  the
Company    pursuant   to   the   previous   share   purchase
authorizations, which have been terminated by the  Board  of
Directors of the Company, and that purchases by the  Company
pursuant  to  the new Board of Directors' authorization  may
occur from time to time in the future.

The Company is furnishing the news release to the Securities
and Exchange Commission pursuant to Item 8.01 of Form 8-K as
Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.
--------- ---------------------------------

     (c)  Exhibits.
          --------
          99.1  News Release dated October 20, 2004








                          SIGNATURE



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


                                 PARK ELECTROCHEMICAL CORP.



Date:  October 21, 2004       By: /s/Murray O. Stamer
                                  ------------------------ 
                            Name: Murray O. Stamer
                           Title: Senior Vice President and
                                  Chief Financial Officer






                        EXHIBIT INDEX



Number                                                  
Exhibit     Description                               Page

99.1        News Release dated October 20, 2004        5