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):  January 18, 1994
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                 PARK ELECTROCHEMICAL CORP.
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   (Exact name of registrant as specified in its charter)



    New York                       1-4415                    11-1734643
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(State or other Jurisdic-        (Commission                  (IRS Employer 
tion of Incorporation)          File Number)                 Ident. No.)  




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



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





















Item 4.    Changes in Registrant's Certifying Accountant.

      On January 18, 1994, Park Electrochemical Corp., a New
York corporation (the "Company"), engaged Ernst & Young ("E &
Y"), independent auditors, as its accountants to audit the
financial statements of the Company and certain subsidiaries
for the year ended February 27, 1994.  In connection with such
engagement, on January 18, 1994, the Company dismissed Deloitte
& Touche ("D & T") as independent accountants for the Company
and such subsidiaries.  The engagement of E & Y and the
dismissal of D & T was approved by the Company's Board of
Directors.

      In connection with the audits of the Company's financial
statements for the fiscal years ended March 1, 1992 and
February 28, 1993, and in the subsequent interim period to the
date of dismissal of D & T, there did not exist any
disagreement (within the meaning of Rule 304(a)(1)(iv) of
Regulation S-K) between the Company and D & T on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of D & T, would have caused D & T
to have referred to the subject matter of the disagreement in
connection with its report on the Company's financial
statements.  D & T's reports on the Company's financial
statements for the fiscal years ended March 1, 1992 and
February 28, 1993 contained no adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.  During the Company's two
most recent fiscal years and the subsequent interim period to
the date of dismissal of D & T there were no "reportable
events", as that term is defined in Rule 304(a)(1)(v) of
Regulation S-K.

      The decision to change independent accountants was
approved by the Company's Board of Directors.  The Audit
Committee of the Company's Board of Directors did not
separately recommend or approve the change in the Company's
independent accountants.

      Prior to the engagement of E & Y, no member of that firm
was consulted by the Company (1) for the purpose of obtaining
a written report or oral advice with regard to the application
of accounting principles to a specified transaction of the
Company or any of its subsidiaries, (2) regarding the type of
audit opinion that might be rendered on the Company's financial
statements or (3) regarding any matter that was the subject of
a disagreement (within the meaning of Rule 304(a)(1)(iv) of
Regulation S-K) between the Company and D & T or which
constituted a reportable event (as defined in Rule
304(a)(1)(iv) of Regulation S-K).





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                         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)



Date:  January 21, 1994          By: /s/ Brian Shore  
                                 --------------------------
                                        Brian Shore    
                                       Vice President




























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