8-K

                      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): March 22, 2001



                     PACIFIC AEROSPACE & ELECTRONICS, INC.

            (Exact name of registrant as specified in its charter)


        Washington                   0-26088                     91-1744587
     (State or other               (Commission                 (IRS Employer
     jurisdiction of               File Number)              Identification No.)
     incorporation or
      organization)

430 Olds Station Road, Third Floor, Wenatchee, WA                    98801
  (Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code:              (509) 667-9600


Item 5.  Other Events
- ---------------------

On March 23, 2001, the Company issued a press release announcing the receipt, on
March 22, 2001, of a determination letter from staff of the Nasdaq Stock Market,
indicating that, absent a successful appeal, the Company's common stock would be
removed from listing on the Nasdaq National Market.  The press release further
announced the Company's intention to request review of the determination.  The
press release is attached to this current report as Exhibit 99.1 and is
incorporated by reference in this current report.

Item 7.  Financial Statements and Exhibits
- ------------------------------------------

(a)  Financial Statements
     --------------------

None required.

(b)  Pro Forma Financial Information
     -------------------------------

Not applicable.

(c)  Exhibits
     --------

The following is filed as an exhibit to this current report:

99.1 Press release dated March 23, 2001.


                                  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 hereunto duly authorized.

                                PACIFIC AEROSPACE & ELECTRONICS, INC.


                                By: /s/ Sheryl A. Symonds
                                   -------------------------------------------
                                   Sheryl A. Symonds
                                   V.P. Administration & General Counsel,
                                   Secretary



Dated:  March 23, 2001

                                       2


                                 EXHIBIT INDEX


Exhibit
Number      Description

99.1        Press release dated March 23, 2001.

                                       3

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE


CONTACTS:  Tom Barrows                        Michael Irving
           Investor Relations                 Investor Relations
           Pacific Aerospace & Electronics    Madison & Wall Worldwide
           (509) 667-9600                     (407) 682-2001

     PACIFIC AEROSPACE & ELECTRONICS, INC. TO APPEAL NASDAQ DETERMINATION

WENATCHEE, WA - March 23, 2001 - Pacific Aerospace & Electronics, Inc. (Nasdaq:
PCTH), a diversified manufacturing company specializing in metal and ceramic
components and assemblies, announced today that on March 22, 2001 it received a
determination letter from staff of the Nasdaq Stock Market indicating that,
absent a successful appeal by the Company, the Company's common stock will be
removed from listing on the Nasdaq National Market.  The determination was based
on the failure of the Company's common stock to comply with Nasdaq Marketplace
Rule 4450(a)(5), which requires listed stock to maintain a minimum bid price of
$1.00.  The Company's common stock has traded below $1.00 since November 7,
2000.

The Company intends to request an oral hearing before a Nasdaq Listing
Qualifications Panel to appeal the staff determination.  Although there can be
no assurance that the panel will grant the Company's request for continued
listing, the Company will have the opportunity to present arguments at the
hearing.  Nasdaq has advised the Company that, pending completion of the appeal
process, the Company's common stock will continue to be listed on the Nasdaq
National Market.

If the Company's common stock were delisted, it would most likely trade on the
electronic bulletin board, rather than on either the Nasdaq National Market or
Small Cap Market.

Pacific Aerospace & Electronics, Inc. is an international engineering and
manufacturing company specializing in technically demanding component designs
and assemblies for global leaders in the aerospace, defense, electronics,
medical, telecommunications, energy and transportation industries. The Company
utilizes specialized manufacturing techniques, advanced materials science,
process engineering and proprietary technologies and processes to its
competitive advantage. Pacific Aerospace & Electronics has approximately 1,000
employees worldwide and is organized into three operational groups -- U.S.
Aerospace, U.S. Electronics and European Aerospace. More information may be
obtained by contacting the company directly or by visiting its Web site at
www.pcth.com.


Forward-looking statements in this release concerning trends or anticipated
results are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those stated or implied in the forward-looking statements. The forward-
looking statements in this release are not guarantees of future performance and
are subject to risks and uncertainties related to the Company's operations and
its ability to obtain sufficient cash if and when needed. These risks and
uncertainties include, but are not limited to, competitive factors (including
the possibility of increased competition or technological development,
competitors, and price pressures); legal factors (such as limited protection of
the Company's proprietary technology and changes in government regulation);
financial factors (such as the Company's significant debt load); and the
Company's dependence on key personnel and significant customers. More
information about potential factors that could affect the Company's financial
results is included in the Company's filings with the Securities and Exchange
Commission. All forward-looking statements included in this release are based on
information available to the Company as of the date of this release, and the
Company assumes no obligation to update any such forward-looking statements.