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<SEC-DOCUMENT>0000076267-99-000004.txt : 19990624
<SEC-HEADER>0000076267-99-000004.hdr.sgml : 19990624
ACCESSION NUMBER:		0000076267-99-000004
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	19990228
FILED AS OF DATE:		19990527

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:			0228

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-04415
		FILM NUMBER:		99635875

	BUSINESS ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
		BUSINESS PHONE:		5163544100

	MAIL ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<TEXT>

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                            _______________

                               FORM 10-K

                   FOR ANNUAL AND TRANSITION REPORTS
                PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended February 28, 1999

                                  OR

[ ]   TRANSITION REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
      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.)

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

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

Securities registered pursuant to Section 12(b) of the Act:

                                           Name of Each Exchange
    Title of Each Class                     on Which Registered
Common Stock, $.10 par value              New York Stock Exchange
Preferred Stock Purchase Rights           New York Stock Exchange
5.5% Convertible Subordinated Notes       New York Stock Exchange
 due 2006

Securities registered pursuant to Section 12(g) of the Act:   None

      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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

[cover page 1 of 2 pages]
      State the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant.  The aggregate
market value shall be computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days prior to the date
of filing.

                                                        As of Close
Title of Class        Aggregate Market Value          of Business On
Common Stock,             $248,199,336*                May 14, 1999
$.10 par value

      Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.

                           Shares                As of Close
Title of Class           Outstanding            of Business On
Common Stock,            10,341,639              May 14, 1999
$.10 par value

                  DOCUMENTS INCORPORATED BY REFERENCE

  Proxy Statement for Annual Meeting of Shareholders to be held July
   13, 1999 incorporated by reference into Part III of this Report.
=====================================================================

*Included in such amount are 1,015,032 shares of common stock valued
at $24.00 per share and held by Jerry Shore, the Registrant's Chairman
of the Board and a member of the Registrant's Board of Directors.

[cover page 2 of 2 pages]

































                              TABLE OF CONTENTS


                                                                   Page

                                   PART I

Item 1.     Business............................................     3

Item 2.     Properties..........................................    12

Item 3.     Legal Proceedings...................................    13

Item 4.     Submission of Matters to a Vote of Security Holders.    14

            Executive Officers of the Registrant................    14


                                   PART II

Item 5.     Market for the Registrant's Common Equity and
             Related Stockholder Matters........................    16

Item 6.     Selected Financial Data.............................    16

Item 7.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations................    18

            Factors That May Affect Future Results..............    25

Item 7A.    Quantitative and Qualitative Disclosures About
             Market Risk........................................    27

Item 8.     Financial Statements and Supplementary Data.........    27

Item 9.     Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure................    47


                                  PART III

Item 10.    Directors and Executive Officers of the Registrant..    47

Item 11.    Executive Compensation..............................    47

Item 12.    Security Ownership of Certain Beneficial Owners
             and Management.....................................    47

Item 13.    Certain Relationships with Related Transactions.....    47


                                   PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports
             on Form 8-K........................................    48

















                                   PART I

Item 1.     Business.

General

        Park Electrochemical Corp. ("Park"), through its subsidiaries
(unless the context otherwise requires, Park and its subsidiaries are
hereinafter called the "Company"), is primarily engaged in the design,
production and marketing of advanced electronic materials used to fabricate
complex multilayer printed circuit boards, semiconductor packages and other
electronic interconnection systems. The Company's electronic materials
business is operated by its "Nelco" group of companies. The Company is also
engaged in the design, production and marketing of specialty adhesive tapes
and films, advanced composite materials and microwave circuitry materials
for the electronics, aerospace and industrial markets and plumbing hardware.
Park was founded in 1954 by Jerry Shore, the Company's Chairman of the Board
and largest shareholder.

        In October 1997, the Company acquired Dielektra GmbH, located in
Cologne, Germany.  Dielektra manufactures advanced electronic materials,
including continuously produced copper-clad laminates and mass-laminated
multilayer panels, used to produce sophisticated multilayer printed circuit
boards.  Dielektra became part of Park's Nelco group of companies.  See Note
14 of the Notes to Consolidated Financial Statements in Item 8 of this
Report.

        The Company's business is divided into two industry segments: (1)
electronic materials and (2) engineered materials and plumbing hardware.
See Note 12 of the Notes to Consolidated Financial Statements in Item 8 of
this Report for information concerning the sales to unaffiliated customers,
operating profit, identifiable assets, depreciation and amortization, and
capital expenditures attributable to each of the Company's industry segments
during its last three fiscal years.

        The sales and long-lived assets of the Company's operations by
geographic area for the last three fiscal years are also set forth in Note
12 of the Notes to Consolidated Financial Statements in Item 8 of this
Report.  The Company's foreign operations are conducted principally by the
Company's subsidiaries in the United Kingdom, France, Germany and Singapore.
The Company's foreign operations are subject to the impact of foreign
currency fluctuations.  See Note 1 of the Notes to Consolidated Financial
Statements in Item 8 of this Report.

Electronic Materials Operations

        The Company is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed circuit
boards and other electronic interconnect systems, such as backplanes, PC
cards and semiconductor packaging systems.  The Company's multilayer printed
circuit materials include copper-clad laminates, prepregs and semi-finished
multilayer printed circuit board panels.  The Company has long-term
relationships with its major customers, which include leading independent
printed circuit board fabricators and major electronic equipment manufac-
turers.  Multilayer printed circuit boards and interconnect systems are used
in virtually all advanced electronic equipment to direct, sequence and
control electronic signals between semiconductor devices (such as micropro-
cessors and memory and logic devices) and passive components (such as
resistors and capacitors).  Examples of end uses of the Company's printed
circuit materials range from supercomputers to laptops and from satellite
switching equipment to cellular telephones.  The Company has developed long-
term relationships with major customers as a result of its leading edge
products, extensive technical and engineering service support and responsive
manufacturing capabilities.

        Park founded the modern day printed circuit industry in 1957 by
inventing a composite material consisting of an epoxy resin substrate
reinforced with fiberglass cloth which was laminated together with sheets of
thin copper foil.  This epoxy-glass copper-clad laminate system is still
used to construct the large majority of today's advanced printed circuit
products.  In 1962, the Company invented the first multilayer printed
circuit materials system used to construct multilayer printed circuit
boards.  The Company also pioneered vacuum lamination and many other
manufacturing technologies used in the industry today.  In addition, the
Company's subsidiary, Dielektra GmbH in Germany, which the Company acquired
in 1997, owns a patented process for continuously producing thin copper-clad
laminates for printed circuit board applications.  The Company believes it
is one of the industry's technological leaders.

        As a result of its leading edge products, extensive technical and
engineering service support and responsive manufacturing capabilities, the
Company expects to continue to take advantage of several industry trends.
These trends include the increasing global demand for electronic products
and technology, the increasing complexity of electronic products, the
increasingly advanced electronic materials required for interconnect
performance and manufacturability, the consolidation of the printed circuit
board fabrication industry and the time-to-market and time-to-volume
pressures requiring closer collaboration with materials suppliers.

        The Company believes that it is one of the world's largest
manufacturers of multilayer printed circuit materials and the market leader
in North America and Southeast Asia.  It also believes that it is the only
significant independent manufacturer of multilayer printed circuit materials
in the world.  The Company was the first manufacturer in the printed circuit
materials industry to establish manufacturing presences in the three major
global markets of North America, Europe and Asia, with facilities estab-
lished in Europe in 1969 and Asia in 1986.


        Industry Background

        The electronic materials manufactured by the Company and its
competitors are used to construct and fabricate complex multilayer printed
circuit boards and other advanced electronic interconnect systems.
Multilayer printed circuit materials consist of prepregs and copper-clad
laminates, as well as semi-finished multilayer printed circuit board panels.
Prepregs are chemically and electrically engineered plastic resin systems
which are impregnated into and reinforced by a specially manufactured
fiberglass cloth product or other woven or non-woven reinforcing fiber.
This insulating dielectric substrate is .030 inch to .002 inch in thickness
or less in some cases.  These resin systems are usually based upon an epoxy
chemistry.  One or more plies of prepreg are laminated together to form an
insulating dielectric substrate to support the copper circuitry patterns of
a multilayer printed circuit board.  Copper-clad laminates consist of one or
more plies of prepreg laminated together with specialty thin copper foil
laminated on the top and bottom.  Copper foil is specially formed in thin
sheets which may vary from .0030 inch to .0002 inch in thickness and
normally have a thickness of .0014 inch or .0007 inch.  The Company supplies
both copper-clad laminates and prepregs to its customers, which use these
products as a system to construct multilayer printed circuit boards.

        The printed circuit board fabricator processes copper-clad laminates
to form the inner layers of a multilayer printed circuit board.  The
fabricator photoimages these laminates with a dry film or liquid photo-
resist.  After development of the photoresist, the copper surfaces of the
laminate are etched to form the circuit pattern.  The fabricator then
assembles these etched laminates by inserting one or more plies of
dielectric prepreg between each of the inner layer etched laminates and also
between an inner layer etched laminate and the outer layer copper plane, and
then laminating the entire assembly in a press.  Prepreg serves as the
insulator between the multiple layers of copper circuitry patterns found in
the multilayer circuit board.  When the multilayer configuration is
laminated, these plies of prepreg form an insulating dielectric substrate
supporting and separating the multiple inner and outer planes of copper
circuitry.  The fabricator drills vertical through-holes or vias in the
multilayer assembly and then plates the through-holes or vias to form
vertical conductors between the multiple layers of circuitry patterns.
These through holes or vias combine with the conductor paths on the
horizontal circuitry planes to create a three-dimensional electronic
interconnect system.  The outer two layers of copper foil are then imaged
and etched to form the finished multilayer printed circuit board.  The
completed multilayer board is a three-dimensional interconnect system with
electronic signals traveling in the horizontal planes of multiple layers of
copper circuitry patterns, as well as the vertical plane through the plated
holes or vias.

        The global market for advanced electronic products is growing as a
result of technological change and frequent new product introductions.  This
growth is principally attributable to increased sales and more complex
electronic content of newer products, such as cellular phones, pagers,
personal computers and portable computing devices, and greater use of
electronics in other products, such as automobiles.  Further, large, almost
completely untapped markets for advanced electronic equipment have emerged
in such areas as India and China and other areas of the Pacific Rim.

        Semiconductor manufacturers have introduced successive generations
of more powerful microprocessors and memory and logic devices.  Electronic
equipment manufacturers have designed these advanced semiconductors into
more compact and often portable products.  High performance computing
devices in these smaller portable platforms require greater reliability,
closer tolerances, higher component and circuit density and increased
overall complexity.  As a result, the interconnect industry has developed
smaller, lighter, faster and more cost-effective interconnect systems,
including advanced multilayer printed circuit boards and new types of
semiconductor packaging systems such as ball-grid arrays and multi-chip
modules.

        Advanced interconnect systems require higher technology printed
circuit materials to insure the performance of the electronic system and to
improve the manufacturability of the interconnect platform.  The growth of
the market for more advanced printed circuit materials has outpaced the
market growth for standard printed circuit materials in recent years.
Printed circuit board fabricators and electronic equipment manufacturers
require advanced printed circuit materials that have increasingly higher
temperature tolerances and more advanced electrical properties in order to
support high speed computing in a miniaturized and often portable environ-
ment.

        With the very high density circuit demands of miniaturized high
performance interconnect systems, the uniformity, purity, consistency,
performance predictability, dimensional stability and production tolerances
of printed circuit materials have become successively more critical.  High
density printed circuit boards and interconnect systems often involve higher
layer count multilayer circuit boards where the multiple planes of circuitry
and dielectric insulating substrates are very thin (dielectric insulating
substrate layers may be .002 inch or less) and the circuit line and space
geometries in the circuitry plane are very narrow (.003 inch or less).  In
addition, advanced surface mount interconnect systems are typically designed
with very small pad sizes and very narrow plated through holes or vias which
electrically connect the multiple layers of circuitry planes.  High density
interconnect systems must utilize printed circuit materials whose dimension-
al characteristics and purity are consistently manufactured to very high
tolerance levels in order for the printed circuit board fabricator to attain
and sustain acceptable production yields.

        Shorter product life cycles and competitive pressures have induced
electronic equipment manufacturers to bring new products to market and
increase production volume to commercial levels more quickly.  These trends
have highlighted the importance of front-end engineering of electronic
products and have increased the level of collaboration among system
designers, fabricators and printed circuit materials suppliers.  As the
complexity of electronic products increases, materials suppliers must
provide greater technical support to interconnect systems fabricators on a
timely basis regarding manufacturability and performance of new materials
systems.

        Products and Services

        The Company produces a broad line of advanced printed circuit
materials used to fabricate complex multilayer printed circuit boards and
other electronic interconnect systems, including backplanes, PC cards and
semiconductor packaging systems.  The Company also manufactures semi-
finished multilayer printed circuit board panels for a select group of
customers.  The Company's diverse advanced printed circuit materials product
line is designed to address a wide array of end-use applications and
performance requirements.

        The Company's product line has been developed internally and through
long-term development projects with its principal suppliers.  The Company
focuses its research and development efforts on developing industry leading
product technology to meet the most demanding product requirements and has
designed its product line with a focus on the higher performance, higher
technology end of the materials spectrum.  All of the Company's existing
electronic materials products have been introduced since 1990.

        Most of the Company's research and development expenditures are
attributable to the efforts of its electronic materials operations. In
response to the rapid technological changes in the electronic materials
business, these expenditures on research and product development have
increased over the past several years.

        The Company's products include high-temperature modified epoxies,
bismaleimide triazine epoxies ("BT epoxy"), non-MDA polyimides, enhanced
polyimides, high performance epoxy Thermount(R) materials ("Thermount" is a
registered trademark of E.I. duPont de Nemours & Co.), cyanate esters and
polytetrafluoroethylene ("PTFE") materials.

        During the 1999 fiscal year, the Company introduced several new high
technology electronic materials products, including:

 .       N4000-6FC - Nelco's faster curing version of its high-performance,
        high-temperature N4000-6 product, which improves customers' cycle
        times in processing the product;

 .       N4000-7 - Nelco's completely new mid-range product with exceptional
        CTE (coefficient of thermal expansion) and thermal properties, which
        provides customers with a cost effective alternative material that
        can be designed into very complex circuit boards;

 .       N4000-13SI - Nelco's new version of the N4000-13 product introduced
        during the 1997 fiscal year, which has even more advanced electrical
        properties than the N4000-13 product and which is intended for high
        frequency digital applications; and

 .       N6000 and N6000SI - These products, which have been developed under
        license from Asahi Chemical of Japan, are designed for very high
        frequency digital applications and will be utilized principally in
        the wireless communications industry and form a very attractive
        bridge between Nelco's advanced digital products and the microwave
        circuitry material products offered by Park's Metclad business.


        In addition to prepreg and copper-clad laminate printed circuit
materials products, the Company also manufactures semi-finished multilayer
printed circuit board panels as a value-added service for certain of its
customers.  Production of the Company's semi-finished multilayer product
involves several additional manufacturing steps beginning with the
photoimaging and etching of the copper-clad laminate product into the
circuitry patterns specified by the customer.  These etched laminates form
the inner layers of the multilayer circuit board.  The etched inner layers
are then laminated into a multilayer assembly with insulating dielectric
prepreg inserted between the multiple etched inner layers and outer layer
copper planes.  The outer planes of copper foil are left in unprocessed
"blank" form and the product is delivered to the customer at this stage in
the process.  The fabricator customer then drills and plates the through
holes or vias and finishes the outer layers of circuitry patterns to
complete the product.

        The Company has developed long-term relationships with select
customers through broad-based technical support and service, as well as
manufacturing proximity and responsiveness at multiple levels of the
customer's organization.  The Company focuses on developing a thorough
understanding of its customer's business, product lines, processes and
technological challenges.  The Company seeks customers which are industry
leaders committed to maintaining and improving their industry leadership
positions and which are committed to long-term relationships with their
suppliers.  The Company also seeks business opportunities with the more
advanced printed circuit fabricators and electronic equipment manufacturers
which are interested in the full value of products and services provided by
their suppliers.  The Company believes its proactive and timely support in
assisting its customers with the integration of advanced materials
technology into new product designs further strengthens its relationships
with its customers.

        The Company's emphasis on service and close relationship with its
customers is reflected in its relatively short lead times.  The Company has
designed its manufacturing processes and service organizations to provide
the customer with its printed circuit materials products on a just-in-time
basis.

        The Company has located its advanced printed circuit materials
manufacturing operations in strategic locations intended to serve specific
regional markets.  By situating its facilities in close geographical
proximity to its customers, the Company is able to rapidly adjust its
manufacturing processes to meet customers' new requirements and respond
quickly to customers' technical needs.  The Company has full technical
staffs based at each of its manufacturing locations, which allows the rapid
dispatch of technical personnel to a customer's facility to assist the
customer in quickly solving design, process, production or manufacturing
problems.

        Customers and End Markets

        The Company's customers for its advanced electronic materials
include the leading independent printed circuit board fabricators and major
electronic equipment manufacturers in the computer, telecommunications,
transportation, aerospace and instrumentation industries located throughout
North America, Europe and Asia.  The Company seeks to align itself with the
larger, more technologically-advanced and better capitalized independent
printed circuit board fabricators and major electronic equipment manufactur-
ers which are industry leaders committed to maintaining and improving their
industry leadership positions and to building long-term relationships with
their suppliers.  The Company's selling effort typically involves several
stages and relies on the talents of Company personnel at different levels,
from management to sales personnel and quality engineers.  The Company's
strategy emphasizes the use of multiple facilities established in market
areas in close proximity to its customers.

        During the Company's 1999 fiscal year, approximately 10.5% of the
Company's sales were to Hadco Corporation, the largest manufacturer of
printed circuit boards in North America. During the Company's 1998 fiscal
year, more than 10% of the Company's sales were to Delco Electronics
Corporation, a subsidiary of General Motors Corp.  Delco Electronics had
purchased a significant amount of product from the Company for more than
three years.  However, in March 1998 the Company was informed by Delco that
Delco planned to close its printed circuit board fabrication plant and exit
the printed circuit board manufacturing business.  After the plant closure,
Delco purchased all of its printed circuit boards from outside suppliers and
Delco was no longer a customer of Park's.  During the 1998 and 1997 fiscal
years, sales to Delco Electronics represented 15.8% and 17.3%, respectively,
of the Company's total worldwide sales.  The Company is aggressively
marketing its unique high technology semi-finished multilayer circuit board
material manufacturing capability to leading printed circuit board
fabricators, contract assemblers and electronic original equipment
manufacturers in North America.  The Company had not previously been able to
aggressively market this capability as its semi-finished multilayer capacity
had been largely committed to supplying Delco Electronics.  Although the
Company's electronic materials segment was not dependent on this single
customer, the loss of this customer had a material adverse effect on the
business of this segment in the fiscal year ended February 28, 1999 and may
have a material adverse effect on the business of this segment in the fiscal
year ending February 27, 2000 and in subsequent fiscal years.  Although the
electronic materials segment is not dependent on any single customer, the
loss of a major customer or of a group of this segment's customers could
have a material adverse effect on the business of this segment.

        The Company's electronic materials segment's products are marketed
by sales personnel in industrial centers in North America, Europe and Asia.
Such personnel include both salaried employees and independent sales
representatives who work on a commission basis.

        Manufacturing

        The process for manufacturing multilayer printed circuit materials
is capital intensive and requires sophisticated equipment as well as clean-
room environments.  The key steps in the Company's manufacturing process
include: the impregnation of specially designed fiberglass cloth with a
resin system and the partial curing of that resin system; the assembling of
laminates consisting of single or multiple plies of prepreg and copper foil
in a clean-room environment; the vacuum lamination of the copper-clad
assemblies under simultaneous exposure to heat, pressure and vacuum; and the
finishing of the laminates to customer specifications.

        Prepreg is manufactured in a treater.  A treater is a roll-to-roll
continuous machine which sequences specially designed fiberglass cloth or
other reinforcement fabric into a resin tank and then sequences the resin-
coated cloth through a series of ovens which partially cure the resin system
into the cloth.  This partially cured product or prepreg is then sheeted or
paneled and packaged by the Company for sale to customers, or used by the
Company to construct its copper-clad laminates.

        The Company manufactures copper-clad laminates by first setting up
in a clean room an assembly of one or more plies of prepreg stacked together
with a sheet of specially manufactured copper foil on the top and bottom of
the assembly.  This assembly, together with a large quantity of other
laminate assemblies, is then inserted into a large, multiple opening vacuum
lamination press.  The laminate assemblies are then laminated under
simultaneous exposure to heat, pressure and vacuum.  After the press cycle
is complete, the laminates are removed from the press and sheeted, paneled
and finished to customer specifications.  The product is then inspected and
packaged for shipment to the customer.  In addition, the Company manufactur-
es very thin copper-clad laminates utilizing Dielektra's unique, patented
continuous lamination technology.

        The Company manufactures multilayer printed circuit materials at
nine fully integrated facilities located in the United States, Europe and
Southeast Asia.  The Company opened its California facility in 1965, its
United Kingdom facility in 1969, its first Arizona and France facilities in
1984, its Singapore facility in 1986 and its second Arizona and France
facilities in 1992, and in October 1997, the Company acquired Dielektra GmbH
with a fully integrated facility in Cologne, Germany.  The Company services
the North American market principally through its United States manufactur-
ing facilities, the European market principally through its manufacturing
facilities in the United Kingdom, France and Germany, and the Asian market
principally through its Singapore manufacturing facility.  The Company has
located its manufacturing facilities in its important markets.  By
maintaining full technical and engineering staffs at each of its manufactur-
ing facilities, the Company is able to deliver fully-integrated products and
services on a timely basis.

        The Company expanded the manufacturing capacity of its New York,
California, Arizona and Singapore facilities during the last three fiscal
years, will complete an additional expansion of its electronic materials
operation in Singapore during the 2000 fiscal year, and is planning to
commence significant additional expansion of its electronic materials
operations in California and New York during the 2000 fiscal year.

        All of the Company's multilayer printed circuit materials manufac-
turing facilities are used for manufacturing, engineering and product
development.  All of the Company's Nelco and Dielektra printed circuit
materials manufacturing facilities are ISO 9002 certified.

        Materials and Sources of Supply

        The principal materials used in the manufacture of the Company's
electronic products are specially manufactured copper foil, fiberglass cloth
and synthetic reinforcements, and specially formulated resins and chemicals.
The Company attempts to develop and maintain close working relationships
with suppliers of those materials who have dedicated themselves to complying
with the Company's stringent specifications and technical requirements.
While the Company's philosophy is to work with a limited number of
suppliers, the Company has identified alternate sources of supply for each
of these materials.  However, there are a limited number of qualified
suppliers of these materials, substitutes for these materials are not
readily available, and, in the recent past, the industry has experienced
shortages in the market for certain of these materials.  While the Company
has not experienced significant problems in the delivery of these materials
and considers its relationships with its suppliers to be strong, a
disruption of the supply of material from one of the Company's principal
suppliers or an inability to obtain essential materials could materially
adversely affect the business, financial condition and results of operations
of the Company.  Significant increases in the cost of materials purchased by
the Company could also have a material adverse effect on the Company's
business, financial condition and results of operations if the Company were
unable to pass such price increases through to its customers.

        Competition

        The multilayer printed circuit materials industry is characterized
by intense competition and ongoing consolidation.  The Company's competitors
are primarily divisions or subsidiaries of very large, diversified
multinational manufacturers which are substantially larger and have greater
financial resources than the Company and, to a lesser degree, smaller
regional producers.  Because the Company focuses on the higher technology
segment of the electronic materials market, technological innovation,
quality and service, as well as price, are significant competitive factors.


        The Company believes that there are approximately ten significant
multilayer printed circuit materials manufacturers in the world and many of
these competitors have or are developing significant presences in the three
major global markets of North America, Europe and Asia.  The Company
believes that the multilayer printed circuit materials industry is rapidly
becoming more global and that the remaining smaller regional manufacturers
will find it increasingly difficult to remain competitive.  The Company
believes that it is currently one of the world's largest multilayer printed
circuit materials manufacturers.  The Company further believes it is the
only significant independent manufacturer of multilayer printed circuit
materials in the world today.

        The markets in which the Company's electronic materials operations
compete are characterized by rapid technological advances, and the Company's
position in these markets depends largely on its continued ability to
develop technologically advanced and highly specialized products.  Although
the Company believes it is an industry technology leader and directs a
significant amount of its time and resources toward maintaining its
technological competitive advantage, there is no assurance that the Company
will be technologically competitive in the future, or that the Company will
continue to develop new products that are technologically competitive.

Engineered Materials and Plumbing Hardware

        The Company's engineered materials and plumbing hardware segment is
comprised of its specialty adhesive tape and film, advanced composite
materials and plumbing hardware businesses.  Dielectric Polymers, Inc., the
Company's specialty adhesive tape and film business, produces tapes and
bonding films for a variety of applications including joining industrial
components together.  FiberCote Industries, Inc., the Company's composites
business, designs and produces engineered advanced composite materials for
the electronics, aerospace and industrial markets.  Zin-Plas Corporation
markets plumbing hardware products, which it designs and manufactures
typically from chrome and brass plated zinc and plastic, and markets brass
cast and plastic plumbing hardware products and components.

        Marketing and Customers

        The Company's engineered materials and plumbing hardware customers,
substantially all of which are located in the United States, include
manufacturers in the electronics, aerospace and industrial industries and
original equipment manufacturers, hardware and plumbing wholesalers and home
improvement centers.  All of such products are marketed by sales personnel
including both salaried employees and independent sales representatives who
work on a commission basis.

        While no single engineered materials and plumbing hardware customer
accounted for 10% or more of the Company's total sales during the last
fiscal year, the loss of a major customer or of a group of some of the
largest customers of the engineered materials and plumbing hardware segment
could have a material adverse effect upon this segment.

        Manufacturing and Sources of Supply

        The Company's advanced composite materials manufacturing facility is
located in Waterbury, Connecticut.  Holyoke, Massachusetts is the site of
the Company's specialty adhesive tape and film business.  Zinc and plastic
plumbing hardware products are manufactured and assembled at the Company's
facilities in Grand Rapids and Walker, Michigan.

        The Company designs and manufactures its advanced composite
materials and industrial tapes and films to its own specifications and to
the specifications of its customers.  Product development efforts are
devoted toward the conforming of the Company's advanced composites to the
specifications of, and the obtaining of approvals from, the Company's
customers.  The materials used in the manufacture of these engineered
materials include chemicals, films, resins, fiberglass, plastics, and other
fabricated materials and adhesives.  The Company purchases these materials
from several suppliers.  Although satisfactory substitutes for many of these
materials are not readily available, the Company has experienced no
difficulties in obtaining such materials.

        The Company designs and manufactures its plumbing hardware to its
own specifications and to the specifications of original equipment
manufacturers, using combinations of materials and product designs that are
developed by its personnel.  The Company's product development efforts
relating to its plumbing hardware business operations are directed toward
the development of new decorative plumbing hardware product designs and new
materials to be used in the manufacture of plumbing products.  This requires
market research, industrial design, engineering and testing for ease of
installation and durability.  The Company usually combines chrome-plated
zinc and plastic moldings for its products.

        The principal materials used in the manufacture of the  Company's
plumbing hardware products consist of zinc castings, plastics, plating
materials, and other component parts.  The Company purchases these materials
from several suppliers.  Although satisfactory substitutes for these
materials are not readily available, the Company has experienced no
difficulties in obtaining such materials.

        Competition

        The Company has many competitors in the engineered materials and
plumbing hardware segment, including some major corporations which have
substantially greater financial resources than the Company.  The Company
competes for business on the basis of product performance and development,
product qualification and approval, the ability to manufacture and deliver
products in accordance with customers' needs and requirements, and price.
The Company's plumbing hardware business can be affected by fluctuations in
the housing industry.

Backlog

        The Company records an item as backlog when it receives a purchase
order specifying the number of units to be purchased, the purchase price,
specifications and other customary terms and conditions.  At April 30, 1999,
the unfilled portion of all purchase orders believed to be firm was
approximately $19,072,000, compared to $18,918,000 at May 1, 1998.  Backlog
of the Company's two industry segments at April 30, 1999, compared to May 1,
1998, was as follows:

                                    April 30, 1999        May 1, 1998
     Electronic Materials             $12,350,000         $10,436,000
     Engineered Materials and
      Plumbing Hardware                 6,722,000           8,482,000

     Total                            $19,072,000         $18,918,000

     Various factors contribute to the size of the Company's backlog.
Accordingly, the foregoing information may not be indicative of the
Company's results of operations for any period subsequent to the fiscal year
ended February 28, 1999.

Patents and Trademarks

     The Company holds several patents and trademarks or licenses thereto.
In the Company's opinion, some of these patents and trademarks are important
to its products.  Generally, however, the Company does not believe that an
inability to obtain new, or to defend existing, patents and trademarks would
have a material adverse effect on the Company.

Employees

     At February 28, 1999, the Company had approximately 2,680 employees.
Of these employees, 2,460 were engaged in the Company's electronic materials
operations, 200 in its engineered materials and plumbing hardware operations
and 20 consisted of executive personnel and general administrative staff.
Approximately 1% of the Company's employees, all of whom are engaged in the
plumbing hardware operations, are subject to a collective bargaining
agreement.  Management considers its labor relations to be satisfactory.

Environmental Matters

     The Company is subject to stringent environmental regulation of its
use, storage, treatment and disposal of hazardous materials and the release
of emissions into the environment.  The Company believes that it currently
is in substantial compliance with the applicable federal, state and local
environmental laws and regulations to which it is subject and that
continuing compliance therewith will not have a material effect on its
capital expenditures, earnings or competitive position.  The Company does
not currently anticipate making material capital expenditures for environ-
mental control facilities for its existing manufacturing operations during
the remainder of its current fiscal year or its succeeding fiscal year.
However, developments, such as the enactment or adoption of even more
stringent environmental laws and regulations, could conceivably result in
substantial additional costs to the Company.

     The Company and certain of its subsidiaries have been named by the
Environmental Protection Agency (the "EPA") or a comparable state agency
under the Comprehensive Environmental Response, Compensation and Liability
Act (the "Superfund Act") or similar state law as potentially responsible
parties in connection with alleged releases of hazardous substances at nine
sites.  In addition, a subsidiary of the Company has received cost recovery
claims under the Superfund Act from other private parties involving three
other sites and has received requests from the EPA under the Superfund Act
for information with respect to its involvement at two other sites.  Under
the Superfund Act and similar state laws, all parties who may have
contributed any waste to a hazardous waste disposal site or contaminated
area identified by the EPA or comparable state agency may be jointly and
severally liable for the cost of cleanup.  Generally, these sites are
locations at which numerous persons disposed of hazardous waste.  In the
case of the Company's subsidiaries, generally the waste was removed from
their manufacturing facilities and disposed at the waste sites by various
companies which contracted with the subsidiaries to provide waste disposal
services.  Neither the Company nor any of its subsidiaries have been accused
of or charged with any wrongdoing or illegal acts in connection with any
such sites.  The Company believes it maintains an effective and comprehen-
sive environmental compliance program.  Management believes the ultimate
disposition of known environmental matters will not have a material adverse
effect upon the Company.

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Environmental Matters" included in Item 7 of this
Report and Note 11 of the Notes to Consolidated Financial Statements
included in Item 8 of this Report.


Item 2.  Properties.

         The following chart indicates the significant properties owned and
leased by the Company, the industry segment which uses the properties, and
the location and size of each such property.  All of such properties, except
for the Lake Success, New York property, are used principally as manufactur-
ing, warehouse and assembly facilities.


<TABLE>
<CAPTION>                                                         Size
                          Owned or                               (Square
     Location              Leased                Use             Footage)
<S>                      <C>             <C>                     <C>
 Lake Success, NY         Leased         Executive Offices         7,000
 Walden, NY               Owned          Electronic Materials     51,000
 Newburgh, NY             Leased         Electronic Materials     57,000
 Fullerton, CA            Leased         Electronic Materials     95,000
 Anaheim, CA              Leased         Electronic Materials     26,000
 Tempe, AZ                Leased         Electronic Materials     86,000
 Tempe, AZ                Leased         Electronic Materials     38,000
 Tempe, AZ                Leased         Electronic Materials     15,000
 Mirebeau, France         Owned          Electronic Materials     81,000
 Lannemezan, France       Owned          Electronic Materials     29,000
 Cologne, Germany         Owned          Electronic Materials    193,000
 Sindelfingen, Germany    Leased         Electronic Materials     14,000
 Skelmersdale, England    Owned          Electronic Materials     54,000
 Singapore                Leased         Electronic Materials     48,000
 Singapore                Leased         Electronic Materials     10,000
 Grand Rapids, MI         Owned          Plumbing Hardware       165,000
 Walker, MI               Leased         Plumbing Hardware        38,000
 Holyoke, MA              Leased         Engineered Materials-    37,000
                                          Specialty Adhesive
                                          Tapes and Films
 Waterbury, CT            Leased         Engineered Materials-   100,000
                                          Advanced Composites
</TABLE>

         The Company believes its facilities and equipment to be in good
condition and reasonably suited and adequate for its current needs.

Item 3.  Legal Proceedings.

         In May 1998, the Company and its Nelco subsidiary in Arizona filed
a complaint against Delco Electronics Corporation and Delphi Automotive
Systems, Inc. in the United States District Court for the District of
Arizona.  The complaint alleges, among other things, that Delco breached its
contract to purchase semi-finished multilayer printed circuit boards from
Nelco and that Delphi interfered with Nelco's contract with Delco and seeks
compensatory and punitive damages of not less than $170 million.

         Park announced in March 1998 that it had been informed by Delco
Electronics that Delco planned to close its printed circuit board fabrica-
tion plant and exit the printed circuit board manufacturing business.  After
the plant closure, Delco purchased all of its printed circuit boards from
outside suppliers and Delco was no longer a customer of the Company's.  The
Company had been Delco's principal supplier of semi-finished multilayer
printed circuit board materials for more than ten years.  These materials
were used by Delco to produce finished multilayer printed circuit boards.
Sales to Delco Electronics represented 15.8% and 17.3% of the Company's
total worldwide sales for the 1998 and 1997 fiscal years, respectively.  See
"Business-Electronic Materials Operations-Customers and End Markets" in Item
1 of this Report, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 of this Report, "Factors That
May Affect Future Results" after Item 7 of this Report and Note 13 of the
Notes to Consolidated Financial Statements in Item 8 of this Report.





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

         None.

Executive Officers of the Registrant.

         Name                           Title                       Age

    Brian E. Shore      Chief Executive Officer, President           47
                        and a Director

    E. Phillip Smoot    Executive Vice President and a               61
                        Director

    Robert A. Forcier   Senior Vice President, Advanced              49
                        Product Marketing

    Emily J. Groehl     Senior Vice President, Sales and             52
                        Marketing

    Lee H. Newton       Senior Vice President, Finance               55
                        and Planning

    Carl W. Smith       Senior Vice President, North                 51
                        American Business Unit

    Thomas T. Spooner   Senior Vice President, Technology            62

    Brian Shore has served as a Director of the Company for more than the
past five years.  Brian Shore was elected a Vice President of the Company in
January 1993, Executive Vice President in May 1994, President effective
March 4, 1996, the first day of the Company's 1997 fiscal year, and Chief
Executive Officer in November 1996.  Brian Shore also served as General
Counsel of the Company from April 1988 until April 1994.

    Mr. Smoot has served the Company in the capacities stated above for more
than the past five years.

    Mr. Forcier has been employed by Park's "Nelco" group of companies for
more than the past five years. He was president of Nelco Technology, Inc.
from December 1987 to August 1992 and he has been Vice President, New
Product Marketing, of Nelco International Corporation since 1993.

    Ms. Groehl has been with Park's "Nelco" group of companies for more than
the past five years. She was elected Vice President of New England Laminates
Co., Inc. in 1988 and Vice President, Marketing and Sales of Nelco
International Corporation in 1993.

    Mr. Newton has been employed by Park's "Nelco" group of companies for
more than the past five years. He was elected Treasurer of New England
Laminates Co., Inc. in 1981, Vice President of Nelco Products, Inc. in 1986,
Vice President of Nelco Technology, Inc. in 1987 and Vice President, Finance
and Chief Financial Officer of Nelco International Corporation in 1993.

    Mr. Smith joined the Company in April 1998 as Vice President and Chief
Operating Officer of Nelco International Corporation. Prior to April 1998,
Mr. Smith held various management and technical positions at General
Dynamics Convair, Martin Marietta Corporation and Fiberite, Inc. Most
recently, Mr. Smith served as President and Chief Operating Officer of
Fiberite, Inc.

    Mr. Spooner has been employed by Park's "Nelco" group of companies for
more than the past five years. He has been Vice President, Technology of
Nelco International Corporation since 1993.


    There are no family relationships between the directors or executive
officers of the Company, except that Brian Shore is the son of Jerry Shore,
who is the Chairman of the Board and a Director of the Company and who also
served as President of the Company for more than five years until March 4,
1996 and as Chief Executive Officer of the Company for more than five years
until November 19, 1996.

    The term of office of each executive officer of the Company expires upon
the election and qualification of his successor.























































                                   PART II


Item 5.  Market for the Registrant's Common
         Stock and Related Stockholder Matters.

         The Company's Common Stock is listed and trades on the New York
Stock Exchange (trading symbol PKE).  (The Common Stock also trades on the
Midwest Stock Exchange.)  The following table sets forth, for each of the
quarterly periods indicated, the high and low sales prices for the Common
Stock as reported on the New York Stock Exchange Composite Tape and
dividends declared on the Common Stock.

     For the Fiscal Year           Stock Price               Dividends
     Ended February 28, 1999     High         Low             Declared
       First Quarter            $32 3/8      $23 5/8            $.08
       Second Quarter            23 3/4       14 13/16          $.08
       Third Quarter             21           10 15/16          $.08
       Fourth Quarter            31 3/8       18 5/8            $.08

     For the Fiscal Year           Stock Price               Dividends
     Ended March 1, 1998         High         Low             Declared
       First Quarter            $25 3/4      $21 1/4            $.08
       Second Quarter            31 3/4       24 7/8            $.08
       Third Quarter             31 3/4       25 1/8            $.08
       Fourth Quarter            32 1/2       26                $.08

         As of May 25, 1999, there were approximately 2,200 holders of record
of Common Stock.

         The Company expects, for the immediate future, to continue to pay
regular cash dividends.


Item 6.  Selected Financial Data.

         The following selected consolidated financial data of Park and its
subsidiaries is qualified by reference to, and should be read in conjunction
with, the consolidated financial statements, related notes, and Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained elsewhere herein.  Insofar as such consolidated financial
information relates to the five fiscal years ended February 28, 1999 and is
as of the end of such periods, it is derived from the consolidated financial
statements for such periods and as of such dates audited by Ernst & Young
LLP, independent Certified Public Accountants.  The consolidated financial
statements as of February 28, 1999 and March 1, 1998 and for the three years
ended February 28, 1999, together with the auditors' reports for the three
years ended February 28, 1999, appear in Item 8 of this Report.
















<TABLE>
<CAPTION>

                                                             Fiscal Year Ended
                                           Feb. 28,    Mar. 1,    Mar. 2,    Mar. 3,    Feb. 26,
                                            1999        1998       1997       1996       1995
                                                  (In thousands, except per share amounts)
<S>                                        <C>        <C>        <C>        <C>        <C>
STATEMENT OF EARNINGS INFORMATION:
Net sales                                  $387,634    $376,158   $334,490   $312,966   $253,022
Cost of sales                               328,884     301,968    275,372    242,655    196,917
Gross profit                                 58,750      74,190     59,118     70,311     56,105
Selling, general and administrative
 expenses                                    41,279      39,418     34,366     35,236     29,995

Profit from operations                       17,471      34,772     24,752     35,075     26,110

Other income (expense):
 Interest and other income, net               7,642       8,382      7,653      2,285      1,822
 Interest expense                            (5,400)     (5,468)    (5,508)       (96)      (431)

   Total other income                         2,242       2,914      2,145      2,189      1,391

Earnings before income taxes                 19,713      37,686     26,897     37,264     27,501

Income tax provision                          4,337      12,436      8,338     12,366     10,156

Net earnings                               $ 15,376    $ 25,250   $ 18,559   $ 24,898   $ 17,345

Earnings per share:

 Basic                                     $   1.40    $   2.22   $   1.64   $   2.17   $   1.60

 Diluted                                   $   1.38    $   2.07   $   1.58   $   2.11   $   1.51

Weighted average number of common
 shares outstanding:

 Basic                                       10,980      11,353     11,349     11,500     10,858

 Diluted                                     11,138      13,948     13,932     11,843     11,630

Cash dividends per common share            $    .32    $    .32   $    .32   $    .28   $    .20

BALANCE SHEET INFORMATION:
Working capital                            $166,840    $176,553   $165,004   $160,965   $ 55,035
Total assets                                351,698     359,329    307,862    298,975    162,051
Long-term debt                              100,000     100,000    100,000    100,000         23
Stockholders' equity                        164,646     166,404    143,355    134,427    112,048
</TABLE>



Item 7.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.

         Park is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed circuit
boards, semiconductor packages and other electronic interconnection systems.
In October 1997, the Company acquired Dielektra GmbH, a manufacturer of
advanced electronic materials, including continuously produced copper-clad
laminates and mass-laminated multilayer panels, located in Cologne, Germany.
The Company's customers for its advanced printed circuit materials include
leading independent circuit board fabricators and large electronic equipment
manufacturers in the computer, telecommunications, transportation, aerospace
and instrumentation industries.  The Company's electronic materials
operations accounted for approximately 90% of the Company's total net sales
worldwide in the 1999 fiscal year and approximately 89% and 87% of net sales
worldwide in the 1998 and 1997 fiscal years, respectively.  The Company's
foreign electronic materials operations accounted for approximately 39% of
the Company's total net sales worldwide in the 1999 fiscal year and approxi-
mately 31% and 29% of net sales worldwide in the 1998 and 1997 fiscal years,
respectively.

         Park is also engaged in the engineered materials business, which
consists of the Company's specialty adhesive tape business and advanced
composite business, both of which operate as independent business units.  In
addition, Park operates a plumbing hardware business.  The Company's
engineered materials and plumbing hardware businesses accounted for
approximately 10% of the Company's total net sales worldwide in the 1999
fiscal year and approximately 11% and 13% of net sales worldwide in the 1998
and 1997 fiscal years, respectively.

         The Company's sales growth during the last three fiscal years has
been led by strong growth in sales by its Asian electronic materials
operations and its North American electronic materials operations, excluding
the loss of sales to Delco Electronics in the 1999 fiscal year, discussed
below.  During the 1999 and 1998 fiscal years, the sales of Dielektra
contributed to this growth.  The Company's ongoing efforts to expand its
higher technology, higher margin product lines have been significant factors
in the growth of the Company's sales of electronic materials during this
period.  The Company introduced several new electronic materials products
during the past three fiscal years.

         Sales volume of the Company's electronic materials segment increased
during each of the last three fiscal years but was adversely affected in the
last fiscal year by the loss of sales to Delco Electronics, discussed below.
However, the earnings growth that the Company achieved during its 1998
fiscal year did not continue in the 1999 fiscal year primarily as a result
of an earnings decline in the Company's North American electronic materials
operations, which was caused by the loss of sales to Delco Electronics.  In
addition, growth of the Company's electronic materials business was
constrained during these fiscal years by the Company's available manufactur-
ing capacity.  The Company has expanded the manufacturing capacity of its
New York, California, Arizona and Singapore facilities during the last three
fiscal years, will complete an additional expansion of its electronic
materials operation in Singapore during the 2000 fiscal year, and is
planning to commence significant additional expansions of its electronic
materials operations in California and New York during the 2000 fiscal year.

         During the Company's 1998 fiscal year and for several years prior
thereto, more than 10% of the Company's total sales were to Delco Electron-
ics Corporation, a subsidiary of General Motors Corp.  Sales to Delco
Electronics represented 15.8% and 17.3% of the Company's total sales
worldwide for the 1998 and 1997 fiscal years, respectively.



         However, in March 1998, the Company was informed by Delco that Delco
planned to close its printed circuit board fabrication plant and completely
exit the printed circuit board manufacturing business.  As a result, the
Company's sales to Delco declined during the three-month period ended May
31, 1998, were negligible during the three-month period ended August 30,
1998, were nil during the remainder of the 1999 fiscal year and are expected
to be nil in future years.  In May 1998, the Company and its Nelco
subsidiary in Arizona filed a complaint against Delco Electronics Corpora-
tion and the Delphi Automotive Systems unit of General Motors Corp. in the
United States District Court for the District of Arizona.  The complaint
alleges, among other things, that Delco breached its contract to purchase
semi-finished multilayer printed circuit boards from Nelco and that Delphi
interfered with Nelco's contract with Delco, and seeks compensatory and
punitive damages of not less than $170 million.

         Although the Company's electronic materials segment was not
dependent on this single customer, the loss of this customer had a material
adverse effect on the business of this segment in the fiscal year ended
February 28, 1999 and may have a material adverse effect on the business of
this segment in the fiscal year ending February 27, 2000 and in subsequent
fiscal years.

Fiscal Year 1999 Compared with Fiscal Year 1998:

         The Company's electronic materials business was largely responsible
for the decline in the Company's results of operations for the fiscal year
ended February 28, 1999.  The North American and Asian markets for
sophisticated printed circuit materials strengthened during the 1999 fiscal
year, and the Company's electronic materials operations located in Asia
performed well as a result.  However, the reduction in the volume of the
Company's business with Delco Electronics during the first quarter and the
absence of such business during the second, third and fourth quarters
reduced the Company's sales volume in North America and negatively affected
the Company's margins.

         During the first three quarters of the 1999 fiscal year, the
Company's electronic materials business experienced inefficiencies caused by
operating certain of its facilities at levels lower than their designed
manufacturing capacity and faced intense price pressure from its customers,
and these factors adversely affected the Company's gross margins.  The
Company's performance was also adversely affected by the weakness in the
market for sophisticated printed circuit materials during the 1999 fiscal
year first and second quarters and to a lesser extent during the 1999 fiscal
year third quarter.  The Company believes this weakness was attributable to
an industry-wide inventory correction, the Asian financial crisis and global
economic weakness.

         The Company's results of operations and margins improved in the
latter part of the 1999 fiscal year principally as a result of the
electronic material business' reducing its internal costs and maximizing the
utilization of its manufacturing resources, working closely with its
suppliers to reduce its raw material costs, and increasing its market share
with certain key customers.  During most of the fourth quarter of the 1999
fiscal year, the Company's electronic materials business experienced
improved efficiencies resulting from the operation of its facilities at
levels close to their designed manufacturing capacity, which favorably
impacted the Company's margins.

         Operating results of the Company's engineered materials and plumbing
hardware business segment declined during the 1999 fiscal year.  This
decline was attributable to the advanced composite materials business.  The
results of the Company's specialty adhesive tape and plumbing hardware
businesses improved during the 1999 fiscal year.



         Results of Operations

         Sales for the fiscal year ended February 28, 1999 increased 3% to
$387.6 million from $376.2 million for the fiscal year ended March 1, 1998.
Sales of the electronic materials business for the 1999 fiscal year were
$350.3 million, or 90% of total sales worldwide, compared with $335.2
million, or 89% of total sales worldwide, for the 1998 fiscal year.  This 5%
increase in sales of electronic materials was principally the result of
higher volume of electronic materials shipped, an increase in sales of
higher technology products and the inclusion of Dielektra in the Company's
sales for the complete fiscal year.  Sales of the engineered materials and
plumbing hardware businesses declined during the 1999 fiscal year as the
result of reduced volume of materials shipped.  The sales increase by the
specialty adhesive tape business was overshadowed by the reduced sales of
the advanced composite and plumbing hardware businesses, which resulted in
an overall decline of 9% in the engineered materials and plumbing hardware
segment to $37.3 million in the 1999 fiscal year from $40.9 million in the
1998 fiscal year.

         The Company's foreign operations accounted for $151.9 million of
sales, or 39% of the Company's total sales worldwide, during the 1999 fiscal
year compared with $115.7 million of sales, or 31% of total sales worldwide,
during the 1998 fiscal year.  Sales by the Company's foreign operations
during the 1999 fiscal year increased 31% from the 1998 fiscal year.  The
increase in sales by the Company's foreign operations in the 1999 fiscal
year was principally due to the inclusion of Dielektra in the Company's
sales for the complete fiscal year and an increase in sales by the Company's
Asian electronic materials operations.  An expansion of the Company's
Singapore manufacturing facility was completed at the end of the Company's
1997 fiscal year, and the Company further expanded the manufacturing
capacity of its facility in Singapore during the 1999 and 1998 fiscal years.

         The gross margin for the Company's worldwide operations was 15.2%
during the 1999 fiscal year compared with 19.7% for the 1998 fiscal year.
The decline in the gross margin was attributable to inefficiencies caused by
operating facilities at levels lower than their designed capacity in the
first three quarters of the 1999 fiscal year, price pressure exerted by
customers, and reduced sales volumes with Delco Electronics, which offset
the continuing growth in sales of higher technology, higher margin products.
However, the gross margin improved in each of the three-month periods ended
November 29, 1998 and February 28, 1999 compared with the prior three-month
periods as a result of reductions in internal costs and in raw material
costs in the Company's electronic materials operations and increases in
market share with certain key electronic materials customers.

         Selling, general and administrative expenses, measured as a
percentage of sales, were 10.7% during the 1999 fiscal year compared with
10.5% during the 1998 fiscal year.  This increase was a function of
increased selling expenses.

         For the reasons set forth above, profit from operations for the 1999
fiscal year decreased 50% to $17.5 million from $34.8 million for the 1998
fiscal year.

         Interest and other income, principally investment income, declined
9% to $7.6 million for the 1999 fiscal year from $8.4 million for the 1998
fiscal year.  The decrease in investment income was attributable to the
reduction in cash available for investment and a decline in the prevailing
interest rates during the 1999 fiscal year.  The Company's investments were
primarily short-term taxable instruments and government securities.
Interest expense for the 1999 fiscal year was $5.4 million compared with
approximately the same amount during the 1998 fiscal year.  The Company's
interest expense is related primarily to its $100 million principal amount
of 5.5% Convertible Subordinated Notes due 2006 (the "Notes") issued in
February 1996.

         The Company's effective income tax rate for the 1999 fiscal year was
22.0% compared with 33.0% for the 1998 fiscal year.  This decrease in the
effective tax rate was primarily the result of more favorable foreign tax
rate differentials, a change in the Company's income mix among the tax
jurisdictions in which the Company does business and unusual tax credits in
the fourth quarter.

         Net earnings for the 1999 fiscal year declined 39% to $15.4 million
from $25.3 million for the 1998 fiscal year.  Basic and diluted earnings per
share declined to $1.40 and $1.38, respectively, for the 1999 fiscal year
from $2.22 and $2.07, respectively, for the 1998 fiscal year.  This decline
in net earnings and earnings per share was primarily attributable to the
decrease in the profit from operations offset, in part, by the lower
effective tax rate.

Fiscal Year 1998 Compared with Fiscal Year 1997:

         The Company's electronic materials business was largely responsible
for the improvement in the Company's results of operations for the fiscal
year ended March 1, 1998.  The North American and Asian markets for
sophisticated printed circuit materials were strong during the 1998 fiscal
year, and the Company's electronic materials operations located in these
regions performed well as a result.  The market in Europe for sophisticated
printed circuit materials was not as strong as in North America or Asia,
although the Company's European operations benefited from the acquisition of
Dielektra, resulting in higher sales and improved profitability.

         During most of the 1998 fiscal year, the Company's electronic
materials business experienced improved efficiencies resulting from the
operation of its facilities at levels close to their designed manufacturing
capacity, which favorably impacted the Company's margins.

         Operating results of the Company's engineered materials businesses
and plumbing hardware business improved during the 1998 fiscal year.

         Results of Operations

         Sales for the fiscal year ended March 1, 1998 increased 12% to
$376.2 million from $334.5 million for the fiscal year ended March 2, 1997.
Sales of the electronic materials business for the 1998 fiscal year were
$335.2 million, or 89% of total sales worldwide, compared with $291.1
million, or 87% of total sales worldwide, for the 1997 fiscal year.  This
15% increase in sales of electronic materials was principally the result of
higher volume of electronic materials shipped, an increase in sales of
higher technology products and the inclusion of Dielektra in the Company's
sales since the date of acquisition.  Sales of the engineered materials
businesses continued to grow during the 1998 fiscal year as the result of
increased volume of materials shipped and the addition of new products.  The
sales increase by the engineered materials business was overshadowed by the
reduced sales of the plumbing hardware business, which resulted in an
overall decline of 6% in the engineered materials and plumbing hardware
segment to $40.9 million in the 1998 fiscal year from $43.3 million in the
1997 fiscal year.

         The Company's foreign operations accounted for $115.7 million of
sales, or 31% of the Company's total sales worldwide, during the 1998 fiscal
year compared with $98.7 million of sales, or 30% of total sales worldwide,
during the 1997 fiscal year.  Sales by the Company's foreign operations
during the 1998 fiscal year increased 17% from the 1997 fiscal year.  The
increase in sales by the Company's foreign operations in the 1998 fiscal
year was principally due to the inclusion of Dielektra in the Company's
sales and an increase in sales by the Company's Asian electronic materials
operations.  An expansion of the Company's Singapore manufacturing facility
was completed at the end of the Company's 1997 fiscal year, and the Company
further expanded the manufacturing capacity of its facility in Singapore
during the 1998 fiscal year.

         The gross margin for the Company's worldwide operations was 19.7%
during the 1998 fiscal year compared with 17.7% for the 1997 fiscal year.
The improvement in the gross margin was attributable to the increase in
sales volume over the prior fiscal year, the continuing growth in sales of
higher technology, higher margin products and efficiencies resulting from
operating the Company's facilities at levels close to their designed
capacity.  This improvement was partially offset by a $1.4 million pre-tax
charge included in the cost of sales in the fourth quarter of the 1998
fiscal year to write down certain fixed assets that will no longer be
utilized in the Company's plumbing hardware business and in the Company's
semi-finished multilayer printed circuit board business.

         Selling, general and administrative expenses, measured as a
percentage of sales, were 10.5% during the 1998 fiscal year compared with
10.3% during the 1997 fiscal year.  This increase was a function of
increased general and administrative expenses, resulting, in part, from
higher employee bonus and profit sharing expenses due to higher operating
profits.

         For the reasons set forth above, profit from operations for the 1998
fiscal year increased 40% to $34.8 million from $24.8 million for the 1997
fiscal year.

         Interest and other income, principally investment income, increased
9% to $8.4 million for the 1998 fiscal year from $7.7 million for the 1997
fiscal year.  The increase in investment income was attributable to the
increase in cash available for investment and an increase in the prevailing
interest rates during the current year.  The Company's investments were
primarily short-term taxable instruments and government securities.
Interest expense for the 1998 fiscal year was $5.5 million compared with the
same amount during the 1997 fiscal year.

         The Company's effective income tax rate for the 1998 fiscal year was
33.0% compared with 31.0% for the 1997 fiscal year.  This increase in the
effective tax rate was primarily the result of less favorable foreign tax
rate differentials and a change in the domestic sales mix into states with
higher tax rates.

         Net earnings for the 1998 fiscal year increased 36% to $25.3 million
from $18.6 million for the 1997 fiscal year.  Basic and diluted earnings per
share increased to $2.22 and $2.07, respectively, for the 1998 fiscal year
from $1.64 and $1.58, respectively, for the 1997 fiscal year.  This increase
in net earnings and earnings per share was primarily attributable to the
increase in the profit from operations offset, in part, by the higher
effective tax rate.

Liquidity and Capital Resources:

         At February 28, 1999, the Company's cash and temporary investments
were $139.7 million compared with $158.5 million at March 1, 1998, the end
of the Company's 1998 fiscal year.  The decrease in the Company's cash and
investment position at February 28, 1999 was attributable to investments in
property, plant and equipment and purchases of the Company's Common Stock in
excess of cash provided from operating activities, as discussed below.  The
Company's working capital was $166.8 million at February 28, 1999 compared
with $176.6 million at March 1, 1998.  The decrease at February 28, 1999
compared with March 1, 1998 was due principally to the reduction in cash and
temporary investments, offset in part by higher receivables and lower
accounts payable. The increase in receivables at February 28, 1999 compared
with March 1, 1998 was a result principally of longer outstanding receiv-
ables due primarily to a different customer mix and the elimination of
discount terms.  The Company's  current ratio (the ratio of current assets
to current liabilities) was 3.6 to 1 at February 28, 1999 compared with 3.5
to 1 at March 1, 1998.


         During the 1999 fiscal year, the Company generated funds from
operations of $22.2 million and expended $24.4 million for the net purchase
of property, plant and equipment and $13.5 million for purchases of the
Company's Common Stock.  Cash provided by net earnings before depreciation
and amortization of $29.7 million combined with a net increase in non-cash
working capital items resulted in $22.2 million of cash provided from
operating activities.  A significant portion of the 1999 fiscal year's
capital expenditures related to installation of additional capacity at the
Company's electronic materials facilities in Arizona, California and
Singapore.  These expansions will increase the Company's capacity and
capability for the production of sophisticated printed circuit materials.
Net expenditures for property, plant and equipment were $24.4 million, $18.3
million and $18.7 million in the 1999, 1998 and 1997 fiscal years, respec-
tively.  The Company expects the capital expenditures in the 2000 fiscal
year to exceed the expenditures in the 1999 fiscal year.  The Company is
planning further expansions of its electronic materials operations in
California, New York and Asia.

         At February 28, 1999, the Company's only long-term debt was the 5.5%
Convertible Subordinated Notes due 2006 (the "Notes") issued at the end of
the 1996 fiscal year.  The Company believes its financial resources will be
sufficient, for the foreseeable future, to provide for continued investment
in property, plant and equipment and for general corporate purposes.  Such
resources, including the proceeds from the Notes, would also be available
for appropriate acquisitions and other expansions of the Company's business.

Environmental Matters:

         The Company is subject to various federal, state and local
government requirements relating to the protection of the environment.  The
Company believes that, as a general matter, its policies, practices and
procedures are properly designed to prevent unreasonable risk of environmen-
tal damage and that its handling, manufacture, use and disposal of hazardous
or toxic substances are in accord with environmental laws and regulations.
However, mainly because of past operations and operations of predecessor
companies, which were generally in compliance with applicable laws at the
time of the operations in question, the Company, like other companies
engaged in similar businesses, is a party to claims by government agencies
and third parties and has incurred remedial response and voluntary cleanup
costs associated with environmental matters.  Additional claims and costs
involving past environmental matters may continue to arise in the future.
It is the Company's policy to record appropriate liabilities for such
matters when remedial efforts are probable and the costs can be reasonably
estimated.

         In the 1999, 1998 and 1997 fiscal years, the Company charged
approximately $0.2 million, $0.4 million and $0.2 million, respectively,
against pretax income for 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 cash flow from operations.
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 February 28, 1999, the recorded
liability in accrued liabilities for environmental matters was $3.5 million
compared with approximately the same amount at March 1, 1998.

         Management does not expect that environmental matters will have a
material adverse effect on the liquidity, capital resources, business or
consolidated financial position of the Company.  See Note 11 of the Notes to
Consolidated Financial Statements included in Item 8 of this Report for a
discussion of the Company's commitments and contingencies, including those
related to environmental matters.


Year 2000:

         Year 2000 issues relate to system failures or errors resulting from
computer programs and embedded computer chips which utilize dates with only
two digits instead of four digits to represent a year.  A dated field with
two digits representing a year may result in an error or failure due to the
system's inability to recognize "00" as the Year 2000.

         To address Year 2000 issues, the Company has initiated a plan
comprised of the following four phases: inventory, assessment, remediation
and testing. The Company is applying this plan to the areas of information
technology related to internal systems and processes, embedded systems
related to manufacturing and other facility equipment, and external
relationships which includes evaluating the Year 2000 readiness of third
parties such as suppliers, customers and service providers. The Company is
utilizing external information technology consultants, in addition to the
Company's internal resources, to evaluate and monitor the Company's Year
2000 readiness.

         In the information technology and embedded systems areas, the
Company has completed the inventory and assessment phases and is conducting
the remediation and testing phases. The Company anticipates that the
remediation and testing phases for all critical systems will be completed by
September 30, 1999 and that after it has completed any necessary modifica-
tions, Year 2000 issues will not pose significant operating problems. The
Company is also in the process of assessing the Year 2000 compliance of
third parties it relies upon, and is developing contingency plans where
possible. Such contingency plans may include using alternate suppliers and
increasing inventory levels. The Company will continue to evaluate the
readiness of its suppliers and to refine its contingency plans on an ongoing
basis.

         The Company is upgrading its information systems to improve their
functionality and efficiency.  As part of this ongoing system development,
the Company is modifying or replacing existing computer programs so that
they will function properly with respect to dates beyond December 31, 1999.
A major component of this project includes the replacement of legacy
computer programs with a fully integrated Oracle based system.  The Oracle
system is being implemented at one Company location at a time.  The Company
has developed a contingency plan to upgrade the existing legacy system to
function beyond 1999 for those locations which have not completed the
conversion to the Oracle based system.

         As mentioned in the preceding paragraph, the primary reason for the
extensive system modifications which are being undertaken by the Company was
the improvement of the functionality and efficiency of the Company's
existing information systems.  Accordingly, the Company's budget for these
information technology improvements included enhanced Year 2000 compliant
software.  Management does not expect that the incremental cost of its Year
2000 compliance program will have a material adverse effect on the
liquidity, capital resources, business, consolidated results of operations
or consolidated financial position of the Company.

         Although the Company believes it is taking appropriate measures to
avoid any material adverse effects relating to Year 2000 issues, no amount
of preparation and testing can guarantee Year 2000 compliance. In addition
to the risks of the failure to locate and correct Year 2000 problems in the
Company's information systems and software programs that control various
equipment functions, the Company is exposed to the risk of the Year 2000
readiness of its suppliers, as well as suppliers to its suppliers,
customers, other third parties and infrastructure failures. Although the
Company has initiated a program to communicate with all of its significant
suppliers and customers to determine the extent to which the Company is
vulnerable to a failure by such a third party to adequately address its own
Year 2000 issues, the Company does not have control over these third parties
and, as a result, cannot currently estimate to what extent the failure of
these third parties to successfully address their Year 2000 issues may
adversely affect the Company's liquidity, capital resources, business,
consolidated results of operations or consolidated financial position.

Factors That May Affect Future Results.

         The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements to encourage companies to
provide prospective information about their companies without fear of
litigation so long as those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause actual results to differ materially from those
projected in the statement.  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, forecasted, estimated or budgeted by the
Company in forward-looking statements.  Accordingly, the Company hereby
identifies the following important factors which could cause the Company's
actual results to differ materially from any such results which might be
projected, forecast, estimated or budgeted by the Company in forward-looking
statements.

  .      The Company's customer base is concentrated, in part, because the
         Company's business strategy has been to develop long-term relation-
         ships with a select group of customers.  During the Company's
         fiscal year ended February 28, 1999, the Company's ten largest
         customers accounted for approximately 54% of net sales.  The
         Company expects that sales to a relatively small number of
         customers will continue to account for a significant portion of its
         net sales for the foreseeable future.  A loss of one or more of
         such key customers could affect the Company's profitability.  See
         "Business-Electronic Materials Operations-Customers and End
         Markets" in Item 1 of this Report, "Legal Proceedings" in item 3 of
         this Report, "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" in Item 7 of this Report and
         Note 13 of the Notes to Consolidated Financial Statements in Item
         8 of this Report for discussions of the loss of a key customer
         early in the 1999 fiscal year.

  .      The Company's business is dependent on certain aspects of the
         electronics industry, which is a cyclical industry and which has
         experienced recurring downturns.  The downturns, such as occurred
         in the first quarter of the Company's fiscal year ended March 2,
         1997, can be unexpected and have often reduced demand for, and
         prices of, electronic materials.

  .      The Company's operating results are affected by a number of
         factors, including various factors beyond the Company's control.
         Such factors include economic conditions in the electronics
         industry, the timing of customer orders, product prices, process
         yields, the mix of products sold and maintenance-related shutdowns
         of facilities.  Operating results also can be influenced by
         development and introduction of new products and the costs
         associated with the start-up of new facilities.

  .      Rapid technological advances in semiconductors and electronic
         equipment have placed rigorous demands on the electronic materials
         manufactured by the Company and used in printed circuit board
         production.  The Company's operating results will be affected by
         the Company's ability to maintain and increase its technological
         and manufacturing capability and expertise in this rapidly changing
         industry.

  .      The electronic materials industry is intensely competitive and the
         Company competes worldwide in the market for materials used in the
         production of complex multilayer printed circuit boards.  The
         Company's competitors are substantially larger and have greater
         financial resources than the Company, and the Company's operating
         results will be affected by its ability to maintain its competitive
         position in the industry.

  .      There are a limited number of qualified suppliers of the principal
         materials used by the Company in its manufacture of electronic
         materials products.  Substitutes for these products are not readily
         available, and in the recent past there have been shortages in the
         market for certain of these materials.

  .      The Company typically does not obtain long-term purchase orders or
         commitments.  Instead, it relies primarily on continual communica-
         tion with its customers to anticipate the future volume of purchase
         orders.  A variety of conditions, both specific to the individual
         customer and generally affecting the customer's industry, can cause
         a customer to reduce or delay orders previously anticipated by the
         Company.

  .      The Company, from time to time, is engaged in the expansion of
         certain of its manufacturing facilities for electronic materials.
         The anticipated costs of such expansions cannot be determined with
         precision and may vary materially from those budgeted.  In
         addition, such expansions will increase the Company's fixed costs.
         The Company's future profitability depends upon its ability to
         utilize its manufacturing capacity in an effective manner.

  .      The Company's business is capital intensive and, in addition, the
         introduction of new technologies could substantially increase the
         Company's capital expenditures.  In order to remain competitive the
         Company must continue to make significant investments in capital
         equipment and expansion of operations.  This may require that the
         Company continue to be able to access capital on terms acceptable
         to the Company.

  .      The Company may acquire businesses, product lines or technologies
         that expand or complement those of the Company.  The integration
         and management of an acquired company or business may strain the
         Company's management resources and technical, financial and
         operating systems.  In addition, implementation of acquisitions can
         result in large one-time charges and costs.  A given acquisition,
         if consummated, may materially affect the Company's business,
         financial condition and results of operations.

  .      The Company's international operations are subject to risks,
         including unexpected changes in regulatory requirements, exchange
         rates, tariffs and other barriers, political and economic instabil-
         ity and potentially adverse tax consequences.

  .      A portion of the sales and costs of the Company's international
         operations are denominated in currencies other than the U.S. dollar
         and may be affected by fluctuations in currency exchange rates.

  .      The Company's success is dependent upon its relationship with key
         management and technical personnel.

  .      The Company's future success depends in part upon its intellectual
         property which the Company seeks to protect through a combination
         of contract provisions, trade secret protections, copyrights and
         patents.



  .      The Company's production processes require the use, storage,
         treatment and disposal of certain materials which are considered
         hazardous under applicable environmental laws and the Company is
         subject to a variety of regulatory requirements relating to the
         handling of such materials and the release of emissions and
         effluents into the environment.  Other possible developments, such
         as the enactment or adoption of additional environmental laws,
         could result in substantial costs to the Company.

  .      The market price of the Company's securities can be subject to
         fluctuations in response to quarter to quarter variations in
         operating results, changes in analysts' earnings estimates, market
         conditions in the electronic materials industry, as well as general
         economic conditions and other factors external to the Company.

  .      The Company's results could be affected by changes in the Company's
         accounting policies and practices or changes in the Company's
         organization, compensation and benefit plans, or changes in the
         Company's material agreements or understandings with third parties.

  .      Although the Company believes it is taking appropriate measures to
         avoid any material adverse effects relating to Year 2000 issues, no
         amount of preparation and testing can guarantee Year 2000 compli-
         ance. In addition to the risks of the failure to locate and correct
         Year 2000 problems in the Company's information systems and
         software programs that control various equipment functions, the
         Company is exposed to the risk of the Year 2000 readiness of its
         suppliers, as well as suppliers to its suppliers, customers, other
         third parties and infrastructure failures. Although the Company has
         initiated a program to communicate with all of its significant
         suppliers and customers to determine the extent to which the
         Company is vulnerable to a failure by such a third party to
         adequately address its own Year 2000 issues, the Company does not
         have control over these third parties and, as a result, cannot
         currently estimate to what extent the failure of these third
         parties to successfully address their Year 2000 issues may
         adversely affect the Company's liquidity, capital resources,
         business, consolidated results of operations or consolidated
         financial position.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         The Company is exposed to market risks for changes in foreign
currency exchange rates and interest rates.  The Company's primary foreign
currency exchange exposure relates to the translation of the financial
statements of foreign subsidiaries using currencies other than the U.S.
dollar as their functional currency.  The Company does not believe that a
10% fluctuation in foreign exchange rates would have had a material impact
on its consolidated results of operations or financial position.  The
exposure to market risks for changes in interest rates relates to the
Company's short-term investment portfolio.  This investment portfolio is
managed by outside professional managers in accordance with guidelines
issued by the Company.  These guidelines are designed to establish a high
quality fixed income portfolio of government and highly rated corporate debt
securities with a maximum weighted average maturity of less than one year.
The Company does not use derivative financial instruments in its investment
portfolio.  Based on the average maturity of the investment portfolio at the
end of the 1999 fiscal year a 10% increase in short term interest rates
would not have had a material impact on the consolidated results of opera-
tions or financial position of the Company.

Item 8.  Financial Statements and Supplementary Data.

         The Company's Financial Statements begin on the next page.






REPORT OF INDEPENDENT AUDITORS







To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Lake Success, New York


We have audited the accompanying consolidated balance sheets of Park
Electrochemical Corp. and subsidiaries as of February 28, 1999 and March 1,
1998 and the related consolidated statements of earnings, stockholders'
equity, and cash flows for each of the three years in the period ended
February 28, 1999.  Our audits also included the financial statement
schedule listed in the Index at Item 14(a)(2).  These financial statements
and financial statement schedule are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Park Electrochemical Corp. and subsidiaries as of February 28,
1999 and March 1, 1998 and the consolidated results of their operations and
their cash flows for each of the three years in the period ended February
28, 1999, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set
forth therein.




                                           ERNST & YOUNG LLP


New York, New York
April 23, 1999










<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and per share amounts)

<CAPTION>
                                                   February 28,    March 1,
                                                       1999          1998
<S>                                                 <C>           <C>
ASSETS

Current assets:
 Cash and cash equivalents                           $ 36,682      $ 45,102
 Marketable securities (Note 2)                       103,020       113,358
 Accounts receivable, less allowance for
  doubtful accounts of $2,030 and $1,858,
  respectively                                         56,917        53,511
 Inventories (Note 3)                                  25,703        26,953
 Prepaid expenses and other current
  assets (Note 7)                                       7,874         8,456

     Total current assets                             230,196       247,380

Property, plant and equipment, at cost, less
 accumulated depreciation and amortization
 (Note 4)                                             118,012       108,116

Other assets (Notes 7 and 10)                           3,490         3,833

     Total                                           $351,698      $359,329


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                    $ 31,019      $ 37,426
 Accrued liabilities (Note 5)                          23,154        25,261
 Income taxes payable                                   9,183         8,140

     Total current liabilities                         63,356        70,827

Long-term debt (Note 6)                               100,000       100,000

Deferred income taxes (Note 7)                          9,501         8,781

Deferred pension liability and other (Note 10)         14,195        13,317

Commitments and contingencies (Notes 10 and 11)

Stockholders' equity (Notes 6, 8, 9 and 10):
 Preferred stock, $1 par value per share--
  authorized, 500,000 shares; issued, none                -             -
 Common stock, $.10 par value per share--
  authorized, 30,000,000; issued, 13,580,018
  shares                                                1,358         1,358
 Additional paid-in capital                            53,108        52,990
 Retained earnings                                    142,336       130,435
 Accumulated other non-owner changes                   (1,802)       (1,266)

                                                      195,000       183,517
 Less treasury stock, at cost, 3,258,379 and
  2,181,247 shares, respectively                      (30,354)      (17,113)

     Total stockholders' equity                       164,646       166,404

     Total                                           $351,698      $359,329
<FN>
See notes to consolidated financial statements.
</TABLE>

<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)

<CAPTION>

                                                             52 Weeks
                                                              Ended
                                           February 28,     March 1,       March 2,
                                               1999           1998           1997
<S>                                         <C>             <C>            <C>

Net sales                                    $387,634        $376,158       $334,490
Cost of sales                                 328,884         301,968        275,372
Gross profit                                   58,750          74,190         59,118
Selling, general and administrative
 expenses                                      41,279          39,418         34,366


Profit from operations                         17,471          34,772         24,752

Other income (expense):
 Interest and other income, net                 7,642           8,382          7,653
 Interest expense (Note 6)                     (5,400)         (5,468)        (5,508)

    Total other income                          2,242           2,914          2,145

Earnings before income taxes                   19,713          37,686         26,897

Income tax provision (Note 7)                   4,337          12,436          8,338

Net earnings                                 $ 15,376        $ 25,250       $ 18,559


Earnings per share (Note 9):

 Basic                                         $1.40           $2.22          $1.64

 Diluted                                       $1.38           $2.07          $1.58


<FN>
See notes to consolidated financial statements.
</TABLE>






















<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except shares and per share amounts)

<CAPTION>                                         Additional             Accumulated
                                 Common Stock      Paid-in    Retained    Other Non-       Treasury Stock    Comprehensive
                               Shares    Amount    Capital    Earnings   Owner Changes   Shares      Amount     Income
<S>                           <C>        <C>      <C>      <C>             <C>          <C>          <C>       <C>
Balance, March 3, 1996        13,580,018  $1,358    $50,958    $ 93,892      $  297       2,033,704   $(12,078)

  Net earnings                                                   18,559                                           $18,559

  Exchange rate changes                                                        (497)                                 (497)

  Change in pension
   liability adjustment                                                         151                                   151

  Market revaluation                                                             19                                    19

  Stock options exercised                                332                                (84,868)       546

  Cash dividends ($.32 per
   share)                                                        (3,647)

  Purchase of treasury stock                                                                358,929     (6,535)

  Comprehensive income                                                                                            $18,232

Balance, March 2, 1997        13,580,018   1,358      51,290     108,804        (30)      2,307,765    (18,067)

  Net earnings                                                    25,250                                          $25,250

  Exchange rate changes                                                      (1,122)                               (1,122)

  Change in pension
   liability adjustment                                                        (189)                                 (189)

  Market revaluation                                                             75                                    75

  Stock options exercised                                228                                (49,529)       352

  Cash dividends ($.32 per
   share)                                                        (3,619)

  Purchase of treasury stock                                                                     11        -

  Shares issued in business
   acquisition                                         1,472                                (77,000)       602

  Comprehensive income                                                                                            $24,014

Balance, March 1, 1998        13,580,018   1,358      52,990     130,435     (1,266)      2,181,247    (17,113)

  Net earnings                                                    15,376                                          $15,376

  Exchange rate changes                                                          98                                    98

  Change in pension
   liability adjustment                                                        (634)                                 (634)

  Market revaluation                                                             -                                     -

  Stock options exercised                                118                                (26,080)       211

  Cash dividends ($.32 per
   share)                                                        (3,475)

  Purchase of treasury stock                                                              1,103,212    (13,452)

  Comprehensive income                                                                                            $14,840

Balance, February 28, 1999    13,580,018  $1,358     $53,108    $142,336    $(1,802)      3,258,379   $(30,354)
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<CAPTION>
                                                                  52 Weeks
                                                                   Ended
                                                  February 28,     March 1,      March 2,
                                                      1999           1998         1997
<S>                                                <C>           <C>          <C>
Cash flows from operating activities:
  Net earnings                                       $ 15,376       $ 25,250     $ 18,559
  Adjustments to reconcile net earnings
   to net cash provided by operating
   activities:
   Depreciation and amortization                       14,291         13,207       11,584
   Provision for write-down of fixed assets               -            1,400         -
   Provision for doubtful accounts receivable             237             75         (306)
   Provision (benefit) for deferred income taxes          828           (301)       1,596
   Other, net                                            (165)           (11)          49
   Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable         (3,624)         1,273       (7,612)
    Decrease (increase) in inventories                  1,298         (3,138)       7,202
    Decrease (increase) in prepaid expenses and
     other current assets                                 333         (1,950)      (1,456)
    Decrease (increase) in other assets                   579           (544)         122
    (Decrease) increase in accounts payable            (6,481)         1,235       (2,528)
    (Decrease) increase in accrued liabilities         (1,627)          (250)       1,700
    Increase in income taxes payable                    1,137          4,204          286

       Net cash provided by operating activities       22,182         40,450       29,196

Cash flows from investing activities:
  Purchases of property, plant and equipment, net     (24,375)       (18,274)     (18,735)
  Purchases of marketable securities                 (129,693)      (135,390)    (137,897)
  Proceeds from sales of marketable securities        140,031        124,264      103,330
  Business acquisition net of cash acquired (Note 14)     -           (4,585)         -

       Net cash used in investing activities          (14,037)       (33,985)     (53,302)

Cash flows from financing activities:
  Dividends paid                                       (3,475)        (3,619)      (3,647)
  Proceeds from exercise of stock options                 232            228          604
  Purchase of treasury stock                          (13,452)           -         (6,535)

       Net cash used in financing activities          (16,695)        (3,391)      (9,578)

(Decrease) increase in cash and cash equivalents
  before effect of exchange rate changes               (8,550)         3,074      (33,684)

Effect of exchange rate changes on
  cash and cash equivalents                               130           (293)          35

(Decrease) increase in cash and cash equivalents       (8,420)         2,781      (33,649)

Cash and cash equivalents, beginning of year           45,102         42,321       75,970

Cash and cash equivalents, end of year               $ 36,682       $ 45,102     $ 42,321



<FN>
See notes to consolidated financial statements.
</TABLE>



PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 28, 1999



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Park Electrochemical Corp. ("Park"), through its subsidiaries
    (collectively, the "Company"), is a leading global designer and producer
    of advanced electronic materials used to fabricate complex multilayer
    printed circuit boards, semiconductor packages and other electronic
    interconnection systems.  The Company's multilayer printed circuit board
    materials include copper-clad laminates, prepregs and semi-finished
    multilayer printed circuit board panels.  Multilayer printed circuit
    boards and interconnection systems are used in virtually all advanced
    electronic equipment to direct, sequence and control electronic signals
    between semiconductor devices and passive components.  The Company also
    designs and manufactures specialty adhesive tapes, advanced composite
    materials, microwave circuitry materials and plumbing hardware for the
    electronics, aerospace, industrial and plumbing markets.

    a.  Principles of Consolidation - The consolidated financial statements
        include the accounts of Park and its subsidiaries. All significant
        intercompany balances and transactions have been eliminated.

    b.  Use of Estimates - The preparation of financial statements in
        conformity with generally accepted accounting principles requires
        management to make estimates and assumptions that affect the amounts
        reported in the financial statements and accompanying notes.  Actual
        results could differ from those estimates.

    c.  Accounting Period - The Company's fiscal year is the 52 or 53 week
        period ending the Sunday nearest to the last day of February.  The
        1999, 1998 and 1997 fiscal years ended on February 28, 1999, March 1,
        1998 and March 2, 1997, respectively.  Fiscal 1999, 1998 and 1997 each
        included 52 weeks.

    d.  Marketable Securities - All marketable securities are classified as
        available-for-sale and are carried at fair value, with the unrealized
        gains and losses, net of tax, included in comprehensive income.
        Realized gains and losses, amortization of premiums and discounts, and
        interest and dividend income are included in other income.  The cost
        of securities sold is based on the specific identification method.

    e.  Inventories - Inventories are stated at the lower of cost (first-in,
        first-out method) or market.

    f.  Revenue Recognition - Revenues are recognized at the time product is
        shipped to the customer.

    g.  Depreciation and Amortization - Depreciation and amortization are
        computed principally by the straight-line method over the estimated
        useful lives of the related assets or, with respect to leasehold
        improvements, the term of the lease, if shorter.

    h.  Deferred Charges - Costs incurred in connection with the issuance of
        debt financing are deferred and included in other assets and
        amortized, using the effective interest method, over the respective
        debt repayment period.

    i.  Income Taxes - Deferred income taxes are provided for temporary
        differences in the reporting of certain items, primarily depreciation,
        for income tax purposes as compared with financial accounting
        purposes.

        United States ("U.S.") Federal income taxes have not been provided on
        the undistributed earnings (approximately $50,300,000 at February 28,
        1999) of the Company's foreign subsidiaries, since it is management's
        practice and intent to reinvest such earnings in the operations of
        these subsidiaries.

    j.  Foreign Currency Translation - Assets and liabilities of foreign
        subsidiaries using currencies other than the U.S. dollar as their
        functional currency are translated into U.S. dollars at year-end
        exchange rates and income and expense items are translated at average
        exchange rates for the period.  Gains and losses resulting from
        translation are recorded as currency translation adjustments in
        comprehensive income.

    k.  Consolidated Statements of Cash Flows - The Company considers all
        money market securities and investments with maturities at the date of
        purchase of 90 days or less to be cash equivalents.

        Supplemental cash flow information:
<TABLE>
<CAPTION>                                           Fiscal Year
                                           1999        1998         1997
<S>                                      <C>         <C>           <C>
        Cash paid during the year for:
         Interest                        $5,500,000  $5,519,000    $2,792,000
         Income taxes                     2,159,000   8,289,000     6,570,000
</TABLE>

    l.  Recently Issued Accounting Pronouncements - In June 1998, the
        Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
        Instruments and Hedging Activities." SFAS 133 establishes standards
        for the recognition and measurement of derivatives and hedging
        activities and requires all derivative instruments to be recorded on
        the balance sheet at fair value. Unless specific hedge accounting
        criteria are met SFAS 133 requires changes in the fair value of the
        derivative instrument to be currently recognized in earnings. This
        statement is effective for fiscal years beginning after June 15, 2000.
        It is the Company's policy to only enter into forward foreign currency
        contracts to hedge specific transactions in order to reduce exposure
        to foreign exchange risks. The Company believes the adoption of this
        standard will not have a material effect on the Company's consolidated
        results of operation or financial position.

2.  MARKETABLE SECURITIES
<TABLE>
    The following is a summary of available-for-sale securities:
<CAPTION>
                                             Gross      Gross    Estimated
                                          Unrealized Unrealized    Fair
                                  Cost       Gains      Losses     Value
<S>                           <C>           <C>       <C>        <C>
  February 28, 1999:
    U.S. Treasury and other
     government securities    $ 14,729,000  $ 32,000    $25,000  $ 14,736,000
    U.S. corporate debt
     securities                 88,187,000    74,000     49,000    88,212,000
      Total debt securities    102,916,000   106,000     74,000   102,948,000
    Equity securities                5,000    67,000       -           72,000

                              $102,921,000  $173,000    $74,000  $103,020,000

  March 1, 1998:
    U.S. Treasury and other
     government securities    $  6,177,000  $ 44,000    $  -     $  6,221,000
    U.S. corporate debt
     securities                107,077,000    51,000     47,000   107,081,000
      Total debt securities    113,254,000    95,000     47,000   113,302,000
    Equity securities                4,000    52,000       -           56,000

                              $113,258,000  $147,000    $47,000  $113,358,000
</TABLE>


    The gross realized gains on sales of available-for-sale securities
    totalled $39,000, $18,000 and $39,000 for 1999, 1998 and 1997,
    respectively, and the gross realized losses totalled $9,000, $6,000 and
    $23,000 for 1999, 1998 and 1997, respectively.

    The amortized cost and estimated fair value of the debt and marketable
    equity securities at February 28, 1999, by contractual maturity, are shown
    below:
<TABLE>
<CAPTION>                                                       Estimated
                                                                   Fair
                                                   Cost             Value
    <S>                                         <C>              <C>
     Due in one year or less                     $98,555,000    $ 98,593,000
     Due after one year through five years         4,361,000       4,355,000
                                                 102,916,000     102,948,000
     Equity securities                                 5,000          72,000
                                                $102,921,000    $103,020,000
 </TABLE>

<TABLE>
3.   INVENTORIES
<CAPTION>
                                               February 28,      March 1,
                                                   1999            1998
     <S>                                         <C>             <C>
     Raw materials                               $ 8,787,000     $10,686,000
     Work-in-process                               4,590,000       5,740,000
     Finished goods                               11,533,000       9,806,000
     Manufacturing supplies                          793,000         721,000

                                                 $25,703,000     $26,953,000
</TABLE>

<TABLE>
4.   PROPERTY, PLANT AND EQUIPMENT
<CAPTION>
                                               February 28,      March 1,
                                                   1999            1998
     <S>                                        <C>            <C>
     Land, buildings and improvements           $ 44,626,000    $ 41,598,000
     Machinery, equipment, furniture
      and fixtures                               178,859,000     160,888,000

                                                 223,485,000     202,486,000
     Less accumulated depreciation
      and amortization                           105,473,000      94,370,000

                                                $118,012,000    $108,116,000
</TABLE>
     Depreciation and amortization expense relating to property, plant and
     equipment amounted to $14,255,000, $12,884,000 and $11,146,000 for
     fiscal 1999, 1998 and 1997, respectively. A pretax charge of $1,400,000
     was recorded in fiscal 1998, for the write-down of operating equipment
     that will no longer be utilized, to its estimated net realizable value.
     Interest expense capitalized to property, plant and equipment amounted
     to $395,000, $294,000 and $260,000 for fiscal 1999, 1998 and 1997,
     respectively.








<TABLE>
5.   ACCRUED LIABILITIES
<CAPTION>                                      February 28,      March 1,
                                                   1999            1998
     <S>                                         <C>             <C>
     Payroll and commissions                     $ 5,946,000     $ 6,091,000
     Taxes, other than income taxes                1,109,000       1,130,000
     Interest                                      2,750,000       2,765,000
     Other                                        13,349,000      15,275,000

                                                 $23,154,000     $25,261,000
</TABLE>

6.   LONG-TERM DEBT

     On February 28, 1996, the Company issued $100,000,000 principal amount
     of 5.5% Convertible Subordinated Notes due 2006 (the "Notes") with
     interest payable semiannually on March 1 and September 1 of each year,
     commencing September 1, 1996.  The Notes are unsecured and subordinated
     to other long-term debt and are convertible at the option of the holder
     at any time prior to maturity, unless previously redeemed or
     repurchased, into shares of the Company's common stock at $42.188 per
     share, subject to adjustment under certain conditions.  The Notes are
     not redeemable at the option of the Company prior to March 1, 1999;  at
     any time on or after such date, the Notes will be redeemable at the
     option of the Company, in whole or in part, initially at 102.75% of the
     principal amount of such Notes redeemed and thereafter at prices
     declining to 100% on March 1, 2001, together with accrued interest.  At
     February 28, 1999 and March 1, 1998, the fair value of the Notes
     approximated $87,000,000 and $99,000,000, respectively.

     Foreign lines of credit totalled $5,100,000 at February 28, 1999, all
     of which remains available to the subsidiaries.

7.   INCOME TAXES
<TABLE>
     The income tax provision includes the following:
<CAPTION>
                                                 Fiscal Year
                                       1999          1998         1997
     <S>                             <C>          <C>         <C>
     Current:
      Federal                         $  724,000  $10,181,000   $6,150,000
      State and local                    608,000    1,332,000      592,000
      Foreign                          2,177,000    1,224,000         -

                                       3,509,000   12,737,000    6,742,000

     Deferred:
      Federal                             31,000     (680,000)     863,000
      State and local                     62,000       94,000      150,000
      Foreign                            735,000      285,000      583,000

                                         828,000     (301,000)   1,596,000

                                      $4,337,000  $12,436,000   $8,338,000
</TABLE>









     The Company's effective income tax rate differs from the statutory U.S.
     Federal income tax rate as a result of the following:

                                                      Fiscal Year
                                              1999       1998       1997

     Statutory U.S. Federal tax rate          35.0%       35.0%      35.0%

     State and local taxes, net of
      Federal benefit                          2.0         2.5        1.8

     Foreign tax rate differentials          (13.7)       (7.4)      (7.8)

     Reversal of reserves no longer
      required                                (3.5)         -          -

     Other, net                                2.2         2.9        2.0
                                              22.0%       33.0%      31.0%

     The Company had foreign net operating loss carryforwards of
     approximately $44,300,000 and $37,500,000 in fiscal 1999 and 1998,
     respectively.  Most of the net operating loss carryforwards were
     acquired in fiscal 1998 when the Company purchased the capital stock of
     Dielektra GmbH ("Dielektra"), a German corporation located in Cologne,
     Germany.  Long-term deferred tax assets arising from these net operating
     loss carryforwards were valued at $0 at both February 28, 1999 and March
     1, 1998, net of valuation reserves of approximately $22,400,000 and
     $19,500,000, respectively.  None of the acquired net operating loss
     carryforwards relate to goodwill or other intangible assets.

     Approximately $2,200,000 of the foreign net operating loss carryforwards
     expire in varying amounts from fiscal 2000 through fiscal 2004; the
     remainder have an indefinite expiration.

     At February 28, 1999 and March 1, 1998, current deferred tax assets of
     $2,147,000 and $2,254,000, respectively, which were primarily
     attributable to expenses not currently deductible were included in other
     current assets.  The long-term deferred tax liabilities consisted
     primarily of timing differences relating to depreciation.

8.   STOCKHOLDERS' EQUITY

     a.  Stock Options - Under the 1992 Stock Option Plan (the "Plan")
         approved by the Company's stockholders, key employees may be granted
         options to purchase shares of common stock of the Company
         exercisable at prices not less than the fair market value at the
         date of grant.  Options become exercisable 25% one year from the
         date of grant, with an additional 25% exercisable each succeeding
         year.  The options expire 10 years from the date of grant.  Options
         to purchase a total of 1,450,000 shares of common stock are
         authorized for grant under such Plan.  The Plan will expire in
         March, 2002.

         The Company has elected the disclosure provision of Statement of
         Financial Standards No. 123, "Accounting for Stock-Based
         Compensation," and continues to apply Accounting Principles Board
         Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25)
         and related interpretations in accounting for the option plans.
         Under APB 25, because the exercise price of the granted options is
         not less than the market price at the date of the grant, no
         compensation expense is recognized.

         The weighted average fair value for options was estimated at the
         date of grant using the Black-Scholes option pricing model to be
         $7.38 for fiscal 1999, $7.17 for fiscal 1998 and $7.78 for fiscal
         1997, with the following weighted average assumptions; risk free
         interest rate of 5.5% for fiscal 1999 and 6.0% for fiscal 1998 and
         1997; expected volatility factors of 41%, 33% and 34% for fiscal
         1999, 1998 and 1997, respectively; expected dividend yield of 2% for
         fiscal 1999, 1998 and 1997; and estimated option lives of 4.1 years
         for fiscal 1999 and 4.6 years for fiscal 1998 and 1997.  For the
         purpose of pro forma disclosures, the effect of applying SFAS 123 on
         net income and earnings per share for fiscal 1999, 1998 and 1997
         would approximate the amounts shown below (in thousands, except EPS
         data):
<TABLE>
<CAPTION>
                            1999                1998               1997
                       As        Pro         As       Pro       As       Pro
                     Reported   forma     Reported   forma   Reported   forma
<S>                   <C>       <C>        <C>       <C>       <C>       <C>
Net income            $15,376   $14,692    $25,250   $24,810   $18,559   $18,330
EPS-basic              $1.40     $1.34      $2.22     $2.19     $1.64     $1.62
EPS-diluted            $1.38     $1.33      $2.07     $2.04     $1.58     $1.57

</TABLE>

<TABLE>
     Information with respect to the Company's stock option plans follows:
<CAPTION>
                                                                  Weighted
                                                                   Average
                                         Range of     Outstanding Exercise
                                     Exercise Prices    Options     Price
 <S>                                  <C>               <C>         <C>
 Balance, March 2, 1997               $ 5.50 - $24.63    519,975    $14.48
 Granted                               23.75 -  28.00    211,700     25.01
 Exercised                              5.50 -  24.63    (51,041)     8.80
 Cancelled                              6.00 -  28.00    (55,909)    26.59

 Balance, March 1, 1998                 5.50 -  27.63    624,725     17.43
 Granted                               18.88 -  23.75    179,600     23.34
 Exercised                              5.50 -  24.63    (26,080)     8.89
 Cancelled                             13.13 -  24.63    (17,420)    22.31

 Balance, February 28, 1999           $ 5.50 - $27.63    760,825    $19.00

 Exercisable, February 28, 1999       $ 5.50 - $27.63    391,213    $14.76
</TABLE>

<TABLE>
 The following table summarizes information concerning currently outstanding
 and exercisable options.
<CAPTION>
                Options Outstanding                   Options Exercisable
                                Weighted
                                 Average   Weighted               Weighted
                                Remaining  Average                Average
    Range of        Number     Contractual Exercise    Number     Exercise
Exercise Prices   Outstanding  Life(Years)  Price    Exercisable   Price
<S>                 <C>            <C>      <C>          <C>        <C>
$ 5.50 - $ 9.99     127,100         3.57    $ 7.02       127,100    $ 7.02
 10.00 -  19.99     217,900         5.99     16.13       178,625     15.61
 20.00 -  28.00     415,825         8.44     24.17        85,488     24.49
                    760,825                              391,213
</TABLE>

     Stock options available for future grant under the 1992 Plan at February
     28, 1999 and March 1, 1998 were 585,710 and 447,890, respectively.

     b.  Stockholders' Rights Plan - On February 2, 1989, the Company adopted
         a stockholders' rights plan designed to protect stockholder interests
         in the event the Company is confronted with coercive or unfair
         takeover tactics.  Under the terms of the plan, as amended on July
         12, 1995, each share of the Company's common stock held of record on
         February 15, 1989  or issued thereafter received one right. In the
         event that a person has acquired, or has the right to acquire, 15%
         (25% in certain cases) or more of the then outstanding common stock
         of the Company (an "Acquiring Person") or tenders for 15% or more of
         the then outstanding common stock of the Company, such rights will
         become exercisable, unless the Board of Directors otherwise
         determines.  Upon becoming exercisable as aforesaid, each right will
         entitle the holder thereof to purchase one one-hundredth of a share
         of Series A Preferred Stock for $75, subject to adjustment  (the
         "Purchase Price").  In the event that any person becomes an Acquiring
         Person, each holder of an unexercised exercisable right, other than
         an Acquiring Person, shall have the right to purchase, at a price
         equal to the then current Purchase Price, such number of shares of
         the Company's common stock as shall equal the then current Purchase
         Price divided by 50% of the then market price per share of the
         Company's common stock.  In addition, if after a person becomes an
         Acquiring Person, the Company engages in any of certain business
         combination transactions as specified in the plan, the Company will
         take all action to ensure that, and will not consummate any such
         business combination unless, each holder of an unexercised
         exercisable right, other than an Acquiring Person, shall have the
         right to purchase, at a price equal to the then current Purchase
         Price, such number of shares of common stock of the other party to
         the transaction for each right held by such holder as shall equal the
         then current Purchase Price divided by 50% of the then market price
         per share of such other party's common stock.  The Company may redeem
         the rights for a nominal consideration at any time, and after any
         person becomes an Acquiring Person, but before any person becomes the
         beneficial owner of 50% or more of the outstanding common stock of
         the Company, the Company may exchange all or part of the rights for
         shares of the Company's common stock at a one-for-one exchange ratio.
         Unless redeemed, exchanged or exercised earlier, all rights expire on
         July 12, 2005.

     c.  Reserved Common Shares - At February 28, 1999, 2,370,342 shares of
         common stock were reserved for issuance upon conversion of the Notes
         and 1,346,535 shares were reserved for issuance upon exercise of
         stock options.

     d.  Accumulated Other Non-Owner Changes - Beginning in fiscal 1999, the
         Company adopted Statement of Financial Accounting Standards No. 130
         (SFAS 130), "Reporting Comprehensive Income," which establishes
         standards for reporting and displaying comprehensive income and its
         components in the financial statements. SFAS 130 requires foreign
         currency translation adjustments, changes in pension liability and
         unrealized gains or losses on the Company's available-for-sale
         securities to be included in other comprehensive income.  These
         items, which were previously reported as separate components of
         stockholder's equity, have been reclassified to conform to the
         requirements of SFAS 130.  Adoption of SFAS 130 had no effect on the
         Company's earnings or stockholders' equity.  Reclassification
         adjustments in each year are not material.

         Accumulated balances related to each component of other comprehensive
         income (loss) are as follows:
<TABLE>
<CAPTION>                                       February 28,      March 1,
                                                    1999            1998
     <S>                                         <C>             <C>
     Currency translation adjustment                $  (193)        $  (291)
     Pension liability adjustment                    (1,673)         (1,039)
     Unrealized gains on investments                     64              64

     Accumulated balance                            $(1,802)        $(1,266)
</TABLE>

9.   EARNINGS PER SHARE

     The following table sets forth the calculation of basic and diluted
     earnings per share for the fiscal years:
     <TABLE>
    <CAPTION>                           1999         1998         1997
    <S>                             <C>          <C>           <C>
 Net income for basic EPS            $15,376,000  $25,250,000   $18,559,000
 Add interest on 5.5% convertible
  subordinated notes, net of taxes        -         3,554,000     3,523,000
 Net income for diluted EPS          $15,376,000  $28,804,000   $22,082,000

 Weighted average common shares
  outstanding for basic EPS           10,980,000   11,353,000    11,349,000
 Net effect of dilutive options          158,000      225,000       213,000
 Assumed conversion of 5.5%
  convertible subordinated notes           -        2,370,000     2,370,000
 Weighted average shares
  outstanding for diluted EPS         11,138,000   13,948,000    13,932,000

 EPS-basic                              $1.40        $2.22         $1.64
 EPS-diluted                            $1.38        $2.07         $1.58
 </TABLE>

10.  EMPLOYEE BENEFIT PLANS

     a.  Profit Sharing Plan - Park and certain of its subsidiaries have a
         noncontributory profit sharing retirement plan covering their regular
         full-time employees.  The plan may be modified or terminated at any
         time, but in no event may any portion of the contributions revert to
         the Company.  The Company's contributions under the plan amounted to
         $1,641,000, $2,179,000 and $1,775,000 for fiscal 1999, 1998 and 1997,
         respectively.  Contributions are discretionary and may not exceed the
         amount allowable as a tax deduction under the Internal Revenue Code.
         In addition, the Company sponsors a 401(k) savings plan; commencing
         in fiscal 1996, the contributions of employees of certain
         subsidiaries were partially matched by the Company, amounting to
         $789,000, $692,000 and $554,000 in fiscal 1999, 1998 and 1997,
         respectively.

     b.  Pension Plans - A domestic subsidiary of the Company has two pension
         plans, one of which is active, covering its union employees. The
         pension plans are noncontributory defined benefit plans. The
         Company's funding policy is to contribute annually the amounts
         necessary to satisfy applicable funding standards. On October 29,
         1997, the Company acquired Dielektra GmbH, ("Dielektra"), including
         its pension plan. Dielektra has a noncontributory defined benefit
         plan which covers certain employees. Under the terms of the plan,
         participants may not accrue additional service time after December
         31, 1987. The Company's policy with respect to this plan is to
         contribute annually the amounts necessary to meet current payment
         obligations of the plan.

         In fiscal 1999, the Company adopted Statement of Financial Accounting
         Standards No. 132, "Employer's Disclosures about Pensions and Other
         Post Retirement Benefits," which changed the financial statement
         disclosure requirements under Statement of Financial Standards No. 87
         (SFAS 87) "Employers' Accounting for Pensions," but did not change
         the existing measurement or recognition of provisions of SFAS 87.

         In accordance with SFAS 87, the Company records its deferred pension
         liability  related to its three defined benefit pension plans, which
         amounted to $10,956,000 and $10,172,000 at February 28, 1999 and
         March 1, 1998, respectively. The effect on the Company's consolidated
         financial statements in recording the liability was to recognize an
         asset (included in other assets) of $175,000 and $230,000 at February
         28, 1999 and March 1, 1998, respectively, and to record a
         corresponding reduction to accumulated non-owner changes of
         $1,673,000 and $1,039,000 at those same dates.
         Net pension costs include the following components:
<TABLE>
<CAPTION>                                              Fiscal Year
    Change in Benefit Obligation                   1999            1998
    <S>                                          <C>           <C>
    Benefit obligation at beginning of year      $ 13,336,000   $  3,931,000
    Benefit obligation due to acquisition                -         9,626,000
    Service cost                                      131,000         54,000
    Interest cost                                     949,000        494,000
    Actuarial loss                                    974,000        123,000
    Currency translation loss/(gain)                   71,000       (416,000)
    Benefits paid                                    (860,000)      (476,000)

    Benefit obligation at end of year            $ 14,601,000   $ 13,336,000

    Change in Plan Assets

    Fair value of plan assets at beginning
     of year                                     $  3,164,000   $  2,937,000
    Actual return on plan assets                      132,000        143,000
    Employer contributions                            825,000        560,000
    Benefits paid                                    (860,000)      (476,000)

    Fair value of plan assets                    $  3,261,000   $  3,164,000

    Underfunded status                           $(11,340,000)  $(10,172,000)
    Unrecognized net transition obligation             90,000        119,000
    Unamortized prior service cost                     85,000        109,000
    Unrecognized net loss                           2,058,000      1,039,000

    Net accrued pension cost                     $ (9,107,000)  $ (8,905,000)

   Component of Net Periodic                       Fiscal Year
    Benefit Cost                          1999         1998         1997
   <S>                                <C>          <C>           <C>
   Service cost - benefits earned
    during the period                  $ 131,000    $  54,000     $  50,000
   Interest cost on projected
    benefit obligation                   949,000      494,000       289,000
   Expected return on plan assets       (250,000)    (238,000)     (220,000)
   Amortization of unrecognized
    transition obligation                 29,000       30,000        30,000
   Amortization of prior service cost     24,000       23,000        28,000
   Recognized net actuarial loss          53,000       31,000        42,000
   Effect of curtailment                    -            -           75,000

   Net periodic pension cost           $ 936,000    $ 394,000     $ 294,000
</TABLE>

       The projected benefit obligation for the domestic plans was determined
       using an assumed discount rate of 6.75% and 7.25% for fiscal 1999 and
       1998, respectively, and the assumed long-term rate of return on plan
       assets was 8% for both fiscal years.  Projected wage increases are not
       applicable as benefits pursuant to the plans are based upon years of
       service without regard to levels of compensation.

       The projected benefit obligation for the foreign plan was determined
       using an assumed discount rate of 7.00% for fiscal years 1999 and
       1998.  Projected wage increases of 2.50% and an inflation factor of
       2.00% were also assumed for both years.  As previously stated, the
       Company's funding policy with respect to this plan is to contribute
       annually the amounts necessary to meet current payment obligations of
       the plan.

       At February 28, 1999, domestic plan assets were invested in U.S.
       government securities, corporate debt securities, mutual funds and
       money market funds.

11.    COMMITMENTS AND CONTINGENCIES

   a.  Lease Commitments - The Company conducts certain of its operations
       from leased facilities, which include several manufacturing plants,
       warehouses and offices, and land leases.  The leases on facilities are
       for terms of up to 10 years, the latest of which expires in 2005.
       Many of the leases contain renewal options for periods ranging from
       one to ten years and require the Company to pay real estate taxes and
       other operating costs.  The latest land lease expiration is 2013 and
       this land lease contains renewal options of up to 35 years.

       These noncancelable operating leases have the following payment
       schedule:

                       Fiscal Year            Amount
                          2000              $2,722,000
                          2001               2,397,000
                          2002               1,954,000
                          2003               1,606,000
                          2004               1,077,000
                          Thereafter         2,309,000

                                           $12,065,000

       Rental expense, inclusive of real estate taxes and other costs,
       amounted to $2,861,000, $2,781,000 and $2,620,000 for fiscal 1999,
       1998 and 1997, respectively.

   b.  Environmental Contingencies - The Company and certain of its subsid-
       iaries have been named by the Environmental Protection Agency (the
       "EPA") or a comparable state agency under the Comprehensive Environ-
       mental Response, Compensation and Liability Act (the "Superfund Act")
       or similar state law as potentially responsible parties in connection
       with alleged releases of hazardous substances at nine sites.  In
       addition, a subsidiary of the Company has received cost recovery
       claims under the Superfund Act from other private parties involving
       three other sites, and has received requests from the EPA under the
       Superfund Act for information with respect to its involvement at two
       other sites.

       Under the Superfund Act and similar state laws, all parties who may
       have contributed any waste to a hazardous waste disposal site or
       contaminated area identified by the EPA or comparable state agency may
       be jointly and severally liable for the cost of cleanup.  Generally,
       these sites are locations at which numerous persons disposed of
       hazardous waste.  In the case of the Company's subsidiaries, generally
       the waste was removed from their manufacturing facilities and disposed
       at waste sites by various companies which contracted with the
       subsidiaries to provide waste disposal services.  Neither the Company
       nor any of its subsidiaries have been accused of or charged with any
       wrongdoing or illegal acts in connection with any such sites.  The
       Company believes it maintains an effective and comprehensive
       environmental compliance program.

       The insurance carriers that provided general liability insurance
       coverage to the Company and its subsidiaries for the years during
       which the Company's subsidiaries' waste was disposed at these sites
       have agreed to pay, or reimburse the Company and its subsidiaries for,
       100% of their legal defense and remediation costs associated with
       three of these sites, 35% of such costs associated with one of these
       sites and 25% of such costs associated with another three of these
       sites.





       The total costs incurred by the Company and its subsidiaries in
       connection with these sites, including legal fees incurred by the
       Company and its subsidiaries and their assessed share of remediation
       costs and excluding amounts paid or reimbursed by insurance carriers,
       were approximately $200,000, $400,000 and $200,000 in fiscal 1999,
       1998 and 1997, respectively.  The recorded liabilities in other
       liabilities for environmental matters were $3,500,000 at February 28,
       1999 and March 1, 1998.  The environmental liability at March 1, 1998,
       included an accrual of $2,300,000 which was acquired when the Company
       purchased Dielektra in October, 1997.  Dielektra's liability is for
       various compliance and remediation costs expected to be incurred at
       its facility in Cologne, Germany over the next several years.

       Included in cost of sales are charges for actual expenditures and
       accruals, based on estimates, for certain environmental matters
       described above.  The Company accrues estimated costs associated with
       known environmental matters, when such costs can be reasonably
       estimated and when the outcome appears probable.  Management believes
       the ultimate disposition of known environmental matters will not have
       a material adverse effect on the liquidity, capital resources,
       business or consolidated financial position of the Company.  However,
       one or more of such environmental matters could have a significant
       negative impact on the Company's consolidated financial results for a
       particular reporting period.

12.    BUSINESS SEGMENTS

       In fiscal 1999, the Company adopted Statement of Financial Standards
       No. 131, "Disclosures about Segments of an Enterprise and Related
       Information" (SFAS 131). SFAS 131 establishes standards for public
       business enterprises to report information regarding operating
       segments and disclosures about products and services, geographic
       areas, and major customers.  The Company has two business segments:
       electronic materials and engineered materials and plumbing hardware.
       The Company's electronic materials products are marketed primarily to
       major independent printed circuit board fabricators and to large
       electronic original equipment manufacturers ("OEMs") that are located
       throughout North America, Europe and Asia.  The Company's specialty
       adhesive tape and film business, advanced composite business and
       plumbing hardware business are aggregated into the engineered
       materials and plumbing hardware segment.  The Company's engineered
       materials and plumbing hardware customers, the majority of which are
       located in the United States, include OEMs, independent firms and
       distributors in the electronics, aerospace, industrial and plumbing
       industries.





















Financial information concerning the Company's business segments follows (in
thousands):
<TABLE>
<CAPTION>                                          Fiscal Year
                                          1999         1998        1997
 <S>                                    <C>         <C>         <C>
 Electronic materials                    $350,294    $335,227    $291,146
 Engineered materials and
  plumbing hardware                        37,340      40,931      43,344

   Net sales                             $387,634    $376,158    $334,490

Electronic materials                     $ 18,523    $ 35,132    $ 25,298
Engineered materials and
  plumbing hardware                         3,273       3,928       3,026
General corporate expense                  (4,325)     (4,288)     (3,572)
Interest and other income, net              7,642       8,382       7,653
Interest expense                           (5,400)     (5,468)     (5,508)

   Earnings before income taxes          $ 19,713    $ 37,686    $ 26,897

Electronic materials                     $233,886    $210,714    $153,653
Engineered materials and
  plumbing hardware                        11,752      13,884      14,111
Corporate (1)                             106,060     134,731     140,098

   Total assets                          $351,698    $359,329    $307,862

Electronic materials                     $ 13,546    $ 12,403    $ 10,789
Engineered materials and
  plumbing hardware                           716         785         774
Corporate                                      29          19          21

   Total depreciation and
    amortization                         $ 14,291    $ 13,207    $ 11,584

Electronic materials                     $ 23,635    $ 18,161    $ 18,030
Engineered materials and
  plumbing hardware                         1,093         868         795
Corporate                                      32          11          26

   Total capital expenditures            $ 24,760    $ 19,040    $ 18,851
<FN>


(1)  Corporate assets consist primarily of cash, cash equivalents and
marketable securities.
</TABLE>

















   Sales are attributed to geographic region based upon the region from
   which the materials were shipped to the customer. Intersegment sales and
   sales between geographic areas were not significant.

   Financial information regarding the Company's operations by geographic
   area follows (in thousands):
<TABLE>
                                                    Fiscal Year
                                             1999        1998       1997
         <S>                                <C>         <C>         <C>
         United States                     $235,699    $260,498    $235,773
         Europe                              90,112      59,134      48,421
         Asia                                61,823      56,526      50,296
            Total sales                    $387,634    $376,158    $334,490


         United States                     $ 65,231    $ 61,914    $ 59,538
         Europe                              30,948      29,645      10,116
         Asia                                22,814      17,607      14,754
            Total long-lived assets        $118,993    $109,166    $ 84,408
</TABLE>

13.  CUSTOMER AND SUPPLIER CONCENTRATIONS

   a.  Customers - Sales to Hadco Corporation were 10.5% of the Company's
       total worldwide sales for fiscal 1999. During fiscal 1998 and 1997
       sales to Delco Electronics Corporation, a subsidiary of General
       Motors Corp., were 15.8% and 17.3%, respectively, of the Company's
       total worldwide sales. In March 1998, Delco informed the Company of
       Delco's decision to close its printed circuit board fabrication plant
       and exit the printed circuit board manufacturing business. Delco
       Electronics ceased being a customer of the Company during fiscal
       1999.

       While no other customer accounts for 10% or more of the total sales
       of the Company in fiscal 1999, and the Company is not dependent on
       any other single customer, the loss of a major customer or of a group
       of customers within each significant business segment could have a
       material adverse effect on the Company's business.

   b.  Sources of Supply - The principal materials used in the manufacture
       of the Company's electronic materials products are specially
       manufactured copper foil, fiberglass cloth and synthetic
       reinforcements, and specially formulated resins and chemicals.
       Although there are a limited number of qualified suppliers of these
       materials, the Company has nevertheless identified alternate sources
       of supply for each of the aforementioned materials.  While the
       Company has not experienced significant problems in the delivery of
       these materials and considers its relationships with its suppliers to
       be strong, a disruption of the supply of material from a principal
       supplier could adversely affect the electronic materials segment's
       business.  Furthermore, substitutes for the aforesaid materials are
       not readily available and an inability to obtain essential materials,
       if prolonged, could materially adversely affect the business of the
       electronic materials segment.

14.  ACQUISITION

     On October 29, 1997, the Company acquired Dielektra GmbH ("Dielektra").
     Dielektra, located in Cologne, Germany, is a manufacturer of advanced
     electronic materials used to produce sophisticated multilayer printed
     circuit boards.  Dielektra's advanced circuit materials product line
     includes very high layer count semi-finished multilayer printed circuit
     boards and very thin continuously produced copper-clad laminates.  The
     purchase price was comprised of $8.8 million in cash, 77,000 shares of
     Park common stock having a fair market value of $2.1 million and an
     additional 103,000 shares of Park common stock, having a fair market
     value of $2.7 million, due five years after the purchase date.  The
     acquisition of Dielektra is being accounted for as a purchase.  The
     purchase price of the acquisition has been allocated on the basis of
     the estimated fair value of the assets acquired and liabilities
     assumed. There was no goodwill recognized as a result of this
     acquisition. Dielektra's operating results are included in the
     Company's consolidated statements of earnings from the date of
     acquisition. Pro forma operating results are not presented because the
     impact of including Dielektra on the Company's consolidated operating
     income was immaterial for fiscal 1998 and 1997.

15.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
[CAPTION]
<TABLE>
                                                       Quarter
                                         First    Second    Third     Fourth
                                      (In thousands, except per share amounts)
 <S>                                   <C>       <C>       <C>      <C>
      Fiscal 1999:
       Net sales                         $99,855   $86,348  $103,290    $98,141
       Gross profit                       17,371     8,993    15,996     16,390
       Net earnings                        5,535       225     4,249      5,367

       Earnings per share:
         Basic                              $.48      $.02      $.41       $.52
         Diluted                            $.46      $.02      $.40       $.47

       Weighted average common shares
        outstanding:
         Basic                            11,502    11,512    10,483     10,422
         Diluted                          14,073    11,633    12,941     13,014

      Fiscal 1998:
       Net sales                         $91,633   $83,086  $ 97,625   $103,814
       Gross profit                       18,041    14,940    19,851     21,358
       Net earnings                        6,165     4,852     6,996      7,237

       Earnings per share:
         Basic                              $.55      $.43      $.62       $.63
         Diluted                            $.51      $.41      $.56       $.58

       Weighted average common shares
        outstanding:
         Basic                            11,273    11,283    11,366     11,492
         Diluted                          13,847    13,915    13,993     14,118

</TABLE>

      Earnings per share is computed separately for each quarter.  Therefore,
      the sum of such quarterly per share amounts may differ from the total
      for the years.


                                        *******









Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.

         Not applicable.


                                  PART III

Item 10. Directors and Executive Officers of the Registrant.

         The information called for by this Item (except for information as
to the Company's executive officers, which information appears elsewhere in
this Report) is incorporated by reference to the Company's definitive proxy
statement for the 1999 Annual Meeting of Shareholders to be filed pursuant
to Regulation 14A.


Item 11. Executive Compensation.

         The information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the 1999 Annual
Meeting of Shareholders to be filed pursuant to Regulation 14A.


Item 12. Security Ownership of Certain Beneficial Owners and Management.

         The information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the 1999 Annual
Meeting of Shareholders to be filed pursuant to Regulation 14A.


Item 13. Certain Relationships and Related Transactions.

         The information called for by this Item is incorporated by
reference to the Company's definitive proxy statement for the 1999 Annual
Meeting of Shareholders to be filed pursuant to Regulation 14A.





























                                   PART IV




Item 14. Exhibits, Financial Statement                             Page
         Schedules, and Reports on Form 8-K.

        (a) Documents filed as a part of this report

           (1) Financial Statements:

               The following Consolidated Financial
               Statements of the Company are
               included in Part II, Item 8:

               Report of Ernst & Young LLP,
               independent auditors                                   28

               Balance sheets                                         29

               Statements of earnings                                 30

               Statements of stockholders' equity                     31

               Statements of cash flows                               32

               Notes to consolidated financial
               statements (1-15)                                      33

           (2) Financial Statement Schedules:

               Schedule II - Valuation and qualifying
               accounts                                               58

               All other schedules have been omitted because
               they are inapplicable or not required, or the
               information is included elsewhere in the
               financial statements or notes thereto.




<PAGE>
            (3)Exhibits:


Exhibit
Number                               Description

3.01        Restated Certificate of Incorporation, as amended. (Reference is
            made to Exhibit 3.01 of the Company's Quarterly Report on Form
            10-Q for the fiscal quarter ended August 27, 1995, Commission
            File No. 1-4415, which is incorporated herein by reference.)

3.02        By-Laws, as amended March 15, 1999. (Reference is made to
            Exhibit 3(i) of the Company's Current Report on Form 8-K dated
            March 15, 1999, Commission File No. 1-4415, which is
            incorporated herein by reference.)

4.01        Amended and Restated Rights Agreement, dated as of July 12,
            1995, between the Company and Registrar and Transfer Company, as
            Rights Agent, relating to the Company's Preferred Stock Purchase
            Rights.  (Reference is made to Exhibit 1 to Amendment No. 1 on
            Form 8-A/A to the Company's Registration Statement on Form 8-A
            filed on August 10, 1995, Commission File No. 1-4415, which is
            incorporated herein by reference.)

4.02        Form of Indenture, dated as of February 1, 1996, between the
            Company and The Chase Manhattan Bank, N.A., as Trustee, relating
            to the Company's 5.5% Convertible Subordinated Notes due 2006.
            (Reference is made to Exhibit 1.02 to Amendment No. 1 to the
            Company's Form S-3 Registration Statement, Registration No. 333-
            00213, as filed with the Securities and Exchange Commission on
            February 1, 1996, which is incorporated herein by reference.)

            Information concerning Registrant's long-term debt is set forth
            in Note 6 of the Notes to Consolidated Financial Statements
            included in Item 8 of this Report.  Other than the Indenture
            filed as Exhibit 4.02 hereto, no instrument defining the rights
            of holders of such long-term debt relates to securities having
            an aggregate principal amount in excess of 10% of the consoli-
            dated total assets of Registrant and its subsidiaries;
            therefore, in accordance with paragraph (iii) of Item 4 of Item
            601(b) of Regulation S-K, the other instruments defining the
            rights of holders of long-term debt are not filed herewith.
            Registrant hereby agrees to furnish a copy of any such other
            instruments to the Securities and Exchange Commission upon
            request.

10.01       Lease dated December 12, 1989 between Nelco Products, Inc. and
            James Emmi regarding real property located at 1100 East Kimberly
            Avenue, Anaheim, California and letter dated December 29, 1994
            from Nelco Products, Inc. to James Emmi exercising its option to
            extend such Lease.  (Reference is made to Exhibit 10.01 of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 3, 1996, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.02       Lease dated December 12, 1989 between Nelco Products, Inc. and
            James Emmi regarding real property located at 1107 East Kimberly
            Avenue, Anaheim, California and letter dated December 29, 1994
            from Nelco Products, Inc. to James Emmi exercising its option to
            extend such Lease.  (Reference is made to Exhibit 10.02 of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 3, 1996, Commission File No. 1-4415, which is incorporated
            herein by reference.)



Exhibit
Number                               Description

10.03       Lease Agreement dated August 16, 1983 and Exhibit C, First
            Addendum to Lease, between Nelco Products, Inc. and
            TCLW/Fullerton regarding real property located at 1411 E.
            Orangethorpe Avenue, Fullerton, California. (Reference is made
            to Exhibit 10.03 of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 3, 1996, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.03(a)    Second Addendum to Lease dated January 26, 1987 to Lease
            Agreement dated August 16, 1983 (see Exhibit 10.03 hereto)
            between Nelco Products, Inc. and TCLW/Fullerton regarding real
            property located at 1421 E. Orangethorpe Avenue, Fullerton,
            California.  (Reference is made to Exhibit 10.03(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 26, 1995, Commission File No. 1-4415, which is incorpo-
            rated herein by reference.)

10.03(b)    Third Addendum to Lease dated January 7, 1991 and Fourth
            Addendum to Lease dated January 7, 1991 to Lease Agreement dated
            August 16, 1983 (see Exhibit 10.03 hereto) between Nelco
            Products, Inc. and TCLW/Fullerton regarding real property
            located at 1411, 1421 and 1431 E. Orangethorpe Avenue,
            Fullerton, California. (Reference is made to Exhibit 10.03(b) of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 2, 1997, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.03(c)    Fifth Addendum to Lease dated July 5, 1995 to Lease Agreement
            dated August 16, 1983 (See Exhibit 10.03 hereto) between Nelco
            Products, Inc. and TCLW/Fullerton regarding real property
            located at 1411 E. Orangethorpe Avenue, Fullerton, California.
            (Reference is made to Exhibit 10.03(c) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 3, 1996,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.04       Lease dated February 15, 1983 between Nelco Products, Inc. and
            CMD Southwest, Inc. regarding real property located at 1130 West
            Geneva Drive, Tempe, Arizona.  (Reference is made to Exhibit
            10.04 of the Company's Annual Report on Form 10-K for the fiscal
            year ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.04(a)    First Amendment to Lease dated December 10, 1992 to Lease dated
            February 15, 1983 (see Exhibit 10.04 hereto) between Nelco
            Technology, Inc. and CMD Southwest Inc., and novation
            substituting Nelco Technology, Inc. for Nelco Products, Inc.,
            regarding real property located at 1130 West Geneva Drive,
            Tempe, Arizona.  (Reference is made to Exhibit 10.04(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.04(b)    Letter dated August 28, 1997 from Nelco Technology, Inc. to SPT
            Real Estate Corp. E extending the Lease dated February 15, 1983
            (see Exhibit 10.04 hereto) and Second Amendment to Lease dated
            February 2, 1998 to Lease dated February 15, 1993 (see Exhibit
            10.04 hereto) between Nelco Technology, Inc. and SPT Real Estate
            Corp. E regarding real property located at 1130 West Geneva
            Drive, Tempe, Arizona. (Reference is made to Exhibit 10.04(b) of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 1, 1998, Commission File No. 1-4415, which is
            incorporated herein by reference.)
Exhibit
Number                               Description

10.05       Lease Agreement dated May 26, 1982  between Nelco Products Pte.
            Ltd. (lease was originally entered into by Kiln Technique (Pri-
            vate) Limited, which subsequently assigned this lease to Nelco
            Products Pte. Ltd.) and the Jurong Town Corporation regarding
            real property located at 4 Gul Crescent, Jurong, Singapore.
            (Reference is made to Exhibit 10.05 of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.05(a)    Deed of Assignment, dated April 17, 1986 between Nelco Products
            Pte. Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard
            Law, and Michael Ng, all of Peat Marwick & Co., of the Lease
            Agreement dated May 26, 1982 (see Exhibit 10.05 hereto) between
            Kiln Technique (Private) Limited and the Jurong Town Corporation
            regarding real property located at 4 Gul Crescent, Jurong,
            Singapore.  (Reference is made to Exhibit 10.05(a) of the Com-
            pany's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is incorpo-
            rated herein by reference.)

10.06(a)    Amended and Restated 1982 Stock Option Plan of the Company.
            (Reference is made to Exhibit 10.06(a) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 1, 1992,
            Commission File No. 1-4415, which exhibit is incorporated herein
            by reference.  This exhibit is a management contract or
            compensatory plan or arrangement.)

10.06(b)    1992 Stock Option Plan of the Company, as amended by First
            Amendment thereto. (Reference is made to Exhibit 10.06(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 1, 1998, Commission File No. 1-4415, which is incorporated
            herein by reference. This exhibit is a management contract or
            compensatory plan or arrangement.)

10.07       Amended and Restated Employment Agreement dated February 28,
            1994 between the Company and Jerry Shore.  (Reference is made to
            Exhibit 10.07(c) of the Company's Annual Report on Form 10-K for
            the fiscal year ended February 27, 1994, Commission File No. 1-
            4415, which is incorporated herein by reference.  This exhibit
            is a management contract or compensatory plan or arrangement.)

10.07(a)    Amendment No. 1 dated March 1, 1995 to the Amended and Restated
            Employment Agreement dated February 28, 1994 (see Exhibit 10.07
            hereto) between the Company and Jerry Shore.  (Reference is made
            to Exhibit 10.07(c) of the Company's Annual Report on Form 10-K
            for the fiscal year ended February 26, 1995, Commission File No.
            1-4415, which is incorporated herein by reference.  This exhibit
            is a management contract or compensatory plan or arrangement.)

10.07(b)    Amendment No. 2 dated December 5, 1996 to the Amended and
            Restated Employment Agreement dated February 28, 1994 (see
            Exhibit 10.07 hereto) between the Company and Jerry Shore.
            (Reference is made to Exhibit 10.07(b) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 2, 1997,
            Commission File No. 1-4415, which is incorporated herein by
            reference.  This exhibit is a management contract or
            compensatory plan or arrangement.)





Exhibit
Number                               Description

10.07(c)    Amendment No. 3 dated October 14, 1997 to the Amended and
            Restated Employment Agreement dated February 28, 1994 (see
            Exhibit 10.07 hereto) between the Company and Jerry Shore.
            (Reference is made to Exhibit 10.07(c) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 1, 1998,
            Commission File No. 1-4415, which is incorporated herein by
            reference. This exhibit is a management contract or compensatory
            plan or arrangement.)

10.08       Lease dated April 15, 1988 between FiberCote Industries, Inc.
            (lease was initially entered into by USP Composites, Inc., which
            subsequently changed its name to FiberCote Industries, Inc.) and
            Geoffrey Etherington, II regarding real property located at 172
            East Aurora Street, Waterbury, Connecticut.  (Reference is made
            to Exhibit 10.08 of the Company's Annual Report on form 10-K for
            the fiscal year ended February 26, 1995, Commission File No. 1-
            4415, which is incorporated herein by reference.)

10.08(a)    Amendment to Lease dated December 21, 1992 to Lease dated April
            15, 1988 (see Exhibit 10.08 hereto) between FiberCote Indus-
            tries, Inc. and Geoffrey Etherington II regarding real property
            located at 172 East Aurora Street, Waterbury, Connecticut.
            (Reference is made to Exhibit 10.08(a) of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.08(b)    Letter dated June 30, 1997 from FiberCote Industries, Inc. to
            Geoffrey Etherington II extending the Lease dated April 15, 1988
            (see Exhibit 10.08 hereto) between FiberCote Industries, Inc.
            and Geoffrey Etherington II regarding real property located at
            172 East Aurora Street, Waterbury, Connecticut. (Reference is
            made to Exhibit 10.08(b) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 1, 1998, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.09       Lease dated March 14, 1988 between Nelco Products, Inc. and CMD
            Southwest One regarding real property located at 1117 West
            Fairmont, Tempe, Arizona.  (Reference is made to Exhibit 10.09
            of the Company's Annual Report on Form 10-K for the fiscal year
            ended February 26, 1995, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.09(a)    First Amendment to Lease dated December 10, 1992 to Lease dated
            March 14, 1988 (see Exhibit 10.09 hereto)  between Nelco
            Technology, Inc. and CMD Southwest One regarding real property
            located at 1117 West Fairmont, Tempe, Arizona, and novation
            substituting Nelco Technology, Inc. for Nelco Products, Inc.
            (Reference is made to Exhibit 10.09(a) of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.09(b)    Second Amendment to Lease dated March 24, 1995 to Lease dated
            March 14, 1988 (see Exhibit 10.09 hereto)  between Nelco
            Technology, Inc. and CMD Southwest One regarding real property
            located at 1117 West Fairmont, Tempe, Arizona.  (Reference is
            made to Exhibit 10.09(b) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 3, 1996, Commission File
            No. 1-4415, which is incorporated herein by reference.)





Exhibit
Number                               Description

10.09(c)    Third Amendment to Lease dated January 18, 1996 to Lease dated
            March 14, 1988 (see Exhibit 10.09 hereto) between Nelco
            Technology, Inc. and CMD Southwest One regarding real property
            located at 1117 West Fairmont, Tempe, Arizona.  (Reference is
            made to Exhibit 10.09(c) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 3, 1996, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.10       Lease dated October 1, 1991 between Zin-Plas Corporation and
            Philip L. Johnson d/b/a Johnson Development Company regarding
            real property located at 25 North Park, N.E., Comstock Park,
            Michigan.  (Reference is made to Exhibit 10.10 of the Company's
            Annual Report on Form 10-K for the fiscal year ended February
            28, 1993, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.10(a)    Letter dated October 17, 1996 from Zin-Plas Corporation to
            Philip L. Johnson extending the Lease dated October 1, 1991 (see
            Exhibit 10.10 hereto) between Zin-Plas Corporation and Philip L.
            Johnson d/b/a Johnson Development Company regarding real
            property located at 25 North Park, N.E., Comstock Park,
            Michigan. (Reference is made to Exhibit 10.10(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 2, 1997, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.11       Lease dated August 31, 1989 between Nelco Technology, Inc. and
            Cemanudi Associates regarding real property located at 1104 West
            Geneva Drive, Tempe, Arizona.  (Reference is made to Exhibit
            10.11 of the Company's Annual Report on Form 10-K for the fiscal
            year ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.11(a)    First Amendment to Lease dated October 21, 1994 to Lease dated
            August 31, 1989 (see Exhibit 10.11 hereto) between Nelco
            Technology, Inc. and Cemanudi Associates regarding real property
            located at 1104 West Geneva Drive, Tempe, Arizona.  (Reference
            is made to Exhibit 10.11(a) of the Company's Annual Report on
            Form 10-K for the fiscal year ended February 26, 1995,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.12       Lease dated March 24, 1995 between Nelco Technology, Inc. and
            CMD Southwest Inc. regarding real property located at 1131 West
            Fairmont, Tempe, Arizona.  (Reference is made to Exhibit 10.12
            of the Company's Annual Report on Form 10-K for the fiscal year
            ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.12(a)    First Amendment to Lease dated January 18, 1996 to Lease dated
            March 24, 1995 (see Exhibit 10.12 hereto) between Nelco
            Technology, Inc. and CMD Southwest Inc. regarding real property
            located at 1131 West Fairmont, Tempe, Arizona.  (Reference is
            made to Exhibit 10.12(a) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 3, 1996, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.13       Lease dated December 12, 1990 between Neltec, Inc. and NZ
            Properties, Inc. regarding real property located at 1420 W. 12th
            Place, Tempe, Arizona. (Reference is made to Exhibit 10.13 of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 2, 1997, Commission File No. 1-4415, which is
            incorporated herein by reference.)




Exhibit
Number                               Description

10.13(a)    Letter dated January 8, 1996 from Neltec, Inc. to NZ Properties,
            Inc. exercising its option to extend the Lease dated December
            12, 1990 (see Exhibit 10.13 hereto) between Neltec, Inc. and NZ
            Properties, Inc. regarding real property located at 1420 W. 12th
            Place, Tempe, Arizona. (Reference is made to Exhibit 10.13(a) of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 2, 1997, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.14       Indenture of Lease dated November 1, 1984 between Dielectric
            Polymers, Inc. and Holyoke Supply Company, Inc. regarding real
            property located at 218 Race Street, Holyoke, Massachusetts.
            (Reference is made to Exhibit 10.14 of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.14(a)    Extension of Lease dated May 30, 1986 to Indenture of Lease
            dated November 1, 1984 (see Exhibit 10.14 hereto) between
            Dielectric Polymers, Inc. and Holyoke Supply Company, Inc.
            regarding real property located at 218 Race Street, Holyoke,
            Massachusetts.  (Reference is made to Exhibit 10.14(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.14(b)    Second Extension of Lease dated May 30, 1991 to Indenture of
            Lease dated November 1, 1984 (see Exhibit 10.14 hereto) between
            Dielectric Polymers, Inc. and Holyoke Supply Company, Inc.
            regarding real property located at 218 Race Street, Holyoke,
            Massachusetts.  (Reference is made to Exhibit 10.14(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.14(c)    Amendment to Second Extension of Lease dated May 19, 1994 to
            Indenture of Lease dated November 1, 1984 (see Exhibit 10.14
            hereto) between Dielectric Polymers, Inc. and Holyoke Supply
            Company, Inc. regarding real property located at 218 Race
            Street, Holyoke, Massachusetts.  (Reference is made to Exhibit
            10.14(c) of the Company's Annual Report on Form 10-K for the
            fiscal year ended February 27, 1994, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.14(d)    1995 Extension to Amendment to Second Extension of Lease dated
            October 19, 1995 to Indenture of Lease dated November 1, 1984
            (see Exhibit 10.14 hereto) between Dielectric Polymers, Inc. and
            Holyoke Supply Company, Inc. regarding real property located at
            218 Race Street, Holyoke, Massachusetts.  (Reference is made to
            Exhibit 10.14(d) of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 3, 1996, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.14(e)    Letter dated July 31, 1996 from Dielectric Polymers, Inc. to
            Holyoke Supply Company, Inc. exercising its option to extend the
            Indenture of Lease dated November 1, 1984 (see Exhibit 10.14
            hereto) between Dielectric Polymers, Inc. and Holyoke Supply
            Company, Inc. regarding real property located at 218 Race
            Street, Holyoke, Massachusetts. (Reference is made to Exhibit
            10.14(e) of the Company's Annual Report on Form 10-K for the
            fiscal year ended March 2, 1997, Commission File No. 1-4415,
            which is incorporated herein by reference.)

Exhibit
Number                               Description

10.14(f)    1997 Extension to Amendment to Second Extension of Lease dated
            March 26, 1997 to Indenture of Lease dated November 1, 1984 (see
            Exhibit 10.14 hereto) between Dielectric Polymers, Inc. and
            Holyoke Supply Company, Inc. regarding real property located at
            218 Race Street, Holyoke, Massachusetts. (Reference is made to
            Exhibit 10.14(f) of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 2, 1997, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.14(g)    Letter dated August 27, 1997 from Dielectric Polymers, Inc. to
            Holyoke Supply Company, Inc. extending the Indenture of Lease
            (see Exhibit 10.14 hereto) between Dielectric Polymers, Inc. and
            Holyoke Supply Company, Inc. regarding real property located at
            218 Race Street, Holyoke, Massachusetts. (Reference is made to
            Exhibit 10.14(g) of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 1, 1998, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.15       Lease dated January 8, 1992 between Nelco Technology, Inc. and
            CMD Southwest, Inc. regarding real property located at 1135 West
            Geneva Drive, Tempe, Arizona.  (Reference is made to Exhibit
            10.15 of the Company's Annual Report on Form 10-K for the fiscal
            year ended March 1, 1992, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.15(a)    First Amendment dated July 8, 1996 to Lease dated January 8,
            1992 (see Exhibit 10.15 hereto) between Nelco Technology, Inc.
            and CMD Southwest, Inc. regarding real property located at 1135
            West Geneva Drive, Tempe, Arizona. (Reference is made to Exhibit
            10.15(a) of the Company's Annual Report on Form 10-K for the
            fiscal year ended March 2, 1997, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.16       Tenancy Agreement dated October 8, 1992 between Nelco Products
            Pte. Ltd. and Jurong Town Corporation regarding real property
            located at 36 Gul Lane, Jurong Town, Singapore.  (Reference is
            made to Exhibit 10.18 of the Company's Annual Report on Form 10-
            K for the fiscal year ended February 28, 1993, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.16(a)    Tenancy Agreement dated November 3, 1995 between Nelco Products
            Pte. Ltd. and Jurong Town Corporation regarding real property
            located at 36 Gul Lane, Jurong Town, Singapore. (Reference is
            made to Exhibit 10.16(a) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 2, 1997, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.17       Lease Contract dated February 26, 1988 between the New York
            State Department of Transportation and the Edgewater Stewart
            Company regarding real property located at 15 Governor Drive in
            the Stewart International Airport Industrial Park, New Windsor,
            New York.  (Reference is made to Exhibit 10.19 of the Company's
            Annual Report on Form 10-K for the fiscal year ended February
            26, 1995, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.17(a)    Assignment and Assumption of Lease dated February 16, 1995
            between New England Laminates Co., Inc. and The Edgewater
            Stewart Company regarding the assignment of the Lease Contract
            (see Exhibit 10.17 hereto) for the real property located at 15
            Governor Drive in the Stewart International Airport Industrial
            Park, New Windsor, New York.  (Reference is made to Exhibit
            10.19(a) of the Company's Annual Report on Form 10-K for the
            fiscal year ended February 26, 1995, Commission File No. 1-4415,
            which is incorporated herein by reference.)


Exhibit
Number                               Description

10.17(b)    Lease Amendment No. 1 dated February 17, 1995 between New
            England Laminates Co., Inc. and the New York State Department of
            Transportation to Lease Contract dated February 26, 1988 (see
            Exhibit 10.17 hereto) regarding the real property located at 15
            Governor Drive in the Stewart International Airport Industrial
            Park, New Windsor, New York.  (Reference is made to Exhibit
            10.19(b) of the Company's Annual Report on Form 10-K for the
            fiscal year ended February 26, 1995, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.18(a)    Employment Agreement, dated March 18, 1996, between the Company
            and E. Phillip Smoot.  (Reference is made to Exhibit 10.20 of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.  This exhibit is a management
            contract or compensatory plan or arrangement.)

10.18(b)    Employment and Consulting Agreement, dated February 9, 1999,
            between the Company and E. Phillip Smoot. (This exhibit is a
            management contract or compensatory plan or arrangement.)

10.19       Sale and Purchase Agreement dated 29 October 1997 between Dieter
            G. Weiss, Lothar Hubert Reinartz, Nelco International
            Corporation and Park Electrochemical Corp. relating to the sale
            and purchase of shares of capital in Dielektra GmbH. (Reference
            is made to Exhibit 10.01 of the Company's Quarterly Report on
            Form 10-Q for the fiscal quarter ended November 30, 1997,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

21.01       Subsidiaries of the Company.

23.01       Consent of Ernst & Young LLP.

27.01       Financial Data Schedule (Filed only by electronic transmission
            with EDGAR filing with the Securities and Exchange Commission.)


       (b)  No reports on Form 8-K have been filed during the fiscal quarter
            ended February 28, 1999.























                                 SIGNATURES



       Pursuant to the requirements of Section 13 or 15(d) 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.


Date:  May 26, 1999                      PARK ELECTROCHEMICAL CORP.



                                      By:/s/Brian E. Shore
                                                Brian E. Shore,
                                             Chief Executive Officer



       Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


     Signature                        Title                    Date


/s/Brian E. Shore            Chief Executive Officer,
Brian E. Shore               President and Director
                             (principal executive and       May 26, 1999
                             financial officer)

/s/Murray O. Stamer          Treasurer
Murray O. Stamer             (principal accounting
                             officer)                       May 26, 1999

/s/Jerry Shore               Chairman of the Board and
Jerry Shore                  Director                       May 26, 1999


/s/Mark S. Ain               Director
Mark S. Ain                                                 May 26, 1999


/s/Anthony Chiesa            Director
Anthony Chiesa                                              May 26, 1999


/s/Lloyd Frank               Director
Lloyd Frank                                                 May 26, 1999


/s/E. Phillip Smoot          Director
E. Phillip Smoot                                            May 26, 1999











<TABLE>
Schedule II
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<CAPTION>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


         Column A                         Column B      Column C              Column D               Column E
                                         Balance at    Charged to              Other                Balance at
                                         Beginning      Cost and      Accounts       Translation       End
       Description                       of Period      Expenses     Written Off     Adjustment     of Period

                                                                         (A)

ALLOWANCE FOR DOUBTFUL ACCOUNTS:
<S>                                      <C>            <C>             <C>            <C>            <C>

52 weeks ended February 28, 1999          $1,858,000     $ 238,000     $ (63,000)        $ (3,000)     $2,030,000

52 weeks ended March 1, 1998              $1,746,000     $  75,000     $  46,000 (B)     $ (9,000)     $1,858,000

52 weeks ended March 2, 1997              $1,857,000     $(306,000)    $ 204,000         $ (9,000)     $1,746,000












<FN>
(A)  Uncollectible accounts, net of recoveries.
(B)  Includes $169,000 acquired in business acquisition.
</TABLE>


















              =================================================





                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                              _________________



                                  EXHIBITS

                                 filed with

                                  FORM 10-K


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended March 1, 1998


                             ___________________



                         PARK ELECTROCHEMICAL CORP.







              =================================================


















Exhibit
Number                               Description

3.01        Restated Certificate of Incorporation, as amended. (Reference is
            made to Exhibit 3.01 of the Company's Quarterly Report on Form
            10-Q for the fiscal quarter ended August 27, 1995, Commission
            File No. 1-4415, which is incorporated herein by reference.)

3.02        By-Laws, as amended March 15, 1999. (Reference is made to
            Exhibit 3(i) of the Company's Current Report on Form 8-K dated
            March 15, 1999, Commission File No. 1-4415, which is
            incorporated herein by reference.)

4.01        Amended and Restated Rights Agreement, dated as of July 12,
            1995, between the Company and Registrar and Transfer Company, as
            Rights Agent, relating to the Company's Preferred Stock Purchase
            Rights.  (Reference is made to Exhibit 1 to Amendment No. 1 on
            Form 8-A/A to the Company's Registration Statement on Form 8-A
            filed on August 10, 1995, Commission File No. 1-4415, which is
            incorporated herein by reference.)

4.02        Form of Indenture, dated as of February 1, 1996, between the
            Company and The Chase Manhattan Bank, N.A., as Trustee, relating
            to the Company's 5.5% Convertible Subordinated Notes due 2006.
            (Reference is made to Exhibit 1.02 to Amendment No. 1 to the
            Company's Form S-3 Registration Statement, Registration No. 333-
            00213, as filed with the Securities and Exchange Commission on
            February 1, 1996, which is incorporated herein by reference.)

            Information concerning Registrant's long-term debt is set forth
            in Note 6 of the Notes to Consolidated Financial Statements
            included in Item 8 of this Report.  Other than the Indenture
            filed as Exhibit 4.02 hereto, no instrument defining the rights
            of holders of such long-term debt relates to securities having
            an aggregate principal amount in excess of 10% of the consoli-
            dated total assets of Registrant and its subsidiaries;
            therefore, in accordance with paragraph (iii) of Item 4 of Item
            601(b) of Regulation S-K, the other instruments defining the
            rights of holders of long-term debt are not filed herewith.
            Registrant hereby agrees to furnish a copy of any such other
            instruments to the Securities and Exchange Commission upon
            request.

10.01       Lease dated December 12, 1989 between Nelco Products, Inc. and
            James Emmi regarding real property located at 1100 East Kimberly
            Avenue, Anaheim, California and letter dated December 29, 1994
            from Nelco Products, Inc. to James Emmi exercising its option to
            extend such Lease.  (Reference is made to Exhibit 10.01 of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 3, 1996, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.02       Lease dated December 12, 1989 between Nelco Products, Inc. and
            James Emmi regarding real property located at 1107 East Kimberly
            Avenue, Anaheim, California and letter dated December 29, 1994
            from Nelco Products, Inc. to James Emmi exercising its option to
            extend such Lease.  (Reference is made to Exhibit 10.02 of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 3, 1996, Commission File No. 1-4415, which is incorporated
            herein by reference.)





Exhibit
Number                               Description

10.03       Lease Agreement dated August 16, 1983 and Exhibit C, First
            Addendum to Lease, between Nelco Products, Inc. and
            TCLW/Fullerton regarding real property located at 1411 E.
            Orangethorpe Avenue, Fullerton, California. (Reference is made
            to Exhibit 10.03 of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 3, 1996, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.03(a)    Second Addendum to Lease dated January 26, 1987 to Lease
            Agreement dated August 16, 1983 (see Exhibit 10.03 hereto)
            between Nelco Products, Inc. and TCLW/Fullerton regarding real
            property located at 1421 E. Orangethorpe Avenue, Fullerton,
            California.  (Reference is made to Exhibit 10.03(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 26, 1995, Commission File No. 1-4415, which is incorpo-
            rated herein by reference.)

10.03(b)    Third Addendum to Lease dated January 7, 1991 and Fourth
            Addendum to Lease dated January 7, 1991 to Lease Agreement dated
            August 16, 1983 (see Exhibit 10.03 hereto) between Nelco
            Products, Inc. and TCLW/Fullerton regarding real property
            located at 1411, 1421 and 1431 E. Orangethorpe Avenue,
            Fullerton, California. (Reference is made to Exhibit 10.03(b) of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 2, 1997, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.03(c)    Fifth Addendum to Lease dated July 5, 1995 to Lease Agreement
            dated August 16, 1983 (See Exhibit 10.03 hereto) between Nelco
            Products, Inc. and TCLW/Fullerton regarding real property
            located at 1411 E. Orangethorpe Avenue, Fullerton, California.
            (Reference is made to Exhibit 10.03(c) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 3, 1996,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.04       Lease dated February 15, 1983 between Nelco Products, Inc. and
            CMD Southwest, Inc. regarding real property located at 1130 West
            Geneva Drive, Tempe, Arizona.  (Reference is made to Exhibit
            10.04 of the Company's Annual Report on Form 10-K for the fiscal
            year ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.04(a)    First Amendment to Lease dated December 10, 1992 to Lease dated
            February 15, 1983 (see Exhibit 10.04 hereto) between Nelco
            Technology, Inc. and CMD Southwest Inc., and novation
            substituting Nelco Technology, Inc. for Nelco Products, Inc.,
            regarding real property located at 1130 West Geneva Drive,
            Tempe, Arizona.  (Reference is made to Exhibit 10.04(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.04(b)    Letter dated August 28, 1997 from Nelco Technology, Inc. to SPT
            Real Estate Corp. E extending the Lease dated February 15, 1983
            (see Exhibit 10.04 hereto) and Second Amendment to Lease dated
            February 2, 1998 to Lease dated February 15, 1993 (see Exhibit
            10.04 hereto) between Nelco Technology, Inc. and SPT Real Estate
            Corp. E regarding real property located at 1130 West Geneva
            Drive, Tempe, Arizona. (Reference is made to Exhibit 10.04(b) of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 1, 1998, Commission File No. 1-4415, which is
            incorporated herein by reference.)



Exhibit
Number                               Description

10.05       Lease Agreement dated May 26, 1982  between Nelco Products Pte.
            Ltd. (lease was originally entered into by Kiln Technique (Pri-
            vate) Limited, which subsequently assigned this lease to Nelco
            Products Pte. Ltd.) and the Jurong Town Corporation regarding
            real property located at 4 Gul Crescent, Jurong, Singapore.
            (Reference is made to Exhibit 10.05 of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.05(a)    Deed of Assignment, dated April 17, 1986 between Nelco Products
            Pte. Ltd., Kiln Technique (Private) Limited and Paul Ma, Richard
            Law, and Michael Ng, all of Peat Marwick & Co., of the Lease
            Agreement dated May 26, 1982 (see Exhibit 10.05 hereto) between
            Kiln Technique (Private) Limited and the Jurong Town Corporation
            regarding real property located at 4 Gul Crescent, Jurong,
            Singapore.  (Reference is made to Exhibit 10.05(a) of the Com-
            pany's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is incorpo-
            rated herein by reference.)

10.06(a)    Amended and Restated 1982 Stock Option Plan of the Company.
            (Reference is made to Exhibit 10.06(a) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 1, 1992,
            Commission File No. 1-4415, which exhibit is incorporated herein
            by reference.  This exhibit is a management contract or
            compensatory plan or arrangement.)

10.06(b)    1992 Stock Option Plan of the Company, as amended by First
            Amendment thereto. (Reference is made to Exhibit 10.06(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 1, 1998, Commission File No. 1-4415, which is incorporated
            herein by reference. This exhibit is a management contract or
            compensatory plan or arrangement.)

10.07       Amended and Restated Employment Agreement dated February 28,
            1994 between the Company and Jerry Shore.  (Reference is made to
            Exhibit 10.07(c) of the Company's Annual Report on Form 10-K for
            the fiscal year ended February 27, 1994, Commission File No. 1-
            4415, which is incorporated herein by reference.  This exhibit
            is a management contract or compensatory plan or arrangement.)

10.07(a)    Amendment No. 1 dated March 1, 1995 to the Amended and Restated
            Employment Agreement dated February 28, 1994 (see Exhibit 10.07
            hereto) between the Company and Jerry Shore.  (Reference is made
            to Exhibit 10.07(c) of the Company's Annual Report on Form 10-K
            for the fiscal year ended February 26, 1995, Commission File No.
            1-4415, which is incorporated herein by reference.  This exhibit
            is a management contract or compensatory plan or arrangement.)

10.07(b)    Amendment No. 2 dated December 5, 1996 to the Amended and
            Restated Employment Agreement dated February 28, 1994 (see
            Exhibit 10.07 hereto) between the Company and Jerry Shore.
            (Reference is made to Exhibit 10.07(b) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 2, 1997,
            Commission File No. 1-4415, which is incorporated herein by
            reference.  This exhibit is a management contract or
            compensatory plan or arrangement.)







Exhibit
Number                               Description

10.07(c)    Amendment No. 3 dated October 14, 1997 to the Amended and
            Restated Employment Agreement dated February 28, 1994 (see
            Exhibit 10.07 hereto) between the Company and Jerry Shore.
            (Reference is made to Exhibit 10.07(c) of the Company's Annual
            Report on Form 10-K for the fiscal year ended March 1, 1998,
            Commission File No. 1-4415, which is incorporated herein by
            reference. This exhibit is a management contract or compensatory
            plan or arrangement.)

10.08       Lease dated April 15, 1988 between FiberCote Industries, Inc.
            (lease was initially entered into by USP Composites, Inc., which
            subsequently changed its name to FiberCote Industries, Inc.) and
            Geoffrey Etherington, II regarding real property located at 172
            East Aurora Street, Waterbury, Connecticut.  (Reference is made
            to Exhibit 10.08 of the Company's Annual Report on form 10-K for
            the fiscal year ended February 26, 1995, Commission File No. 1-
            4415, which is incorporated herein by reference.)

10.08(a)    Amendment to Lease dated December 21, 1992 to Lease dated April
            15, 1988 (see Exhibit 10.08 hereto) between FiberCote Indus-
            tries, Inc. and Geoffrey Etherington II regarding real property
            located at 172 East Aurora Street, Waterbury, Connecticut.
            (Reference is made to Exhibit 10.08(a) of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.08(b)    Letter dated June 30, 1997 from FiberCote Industries, Inc. to
            Geoffrey Etherington II extending the Lease dated April 15, 1988
            (see Exhibit 10.08 hereto) between FiberCote Industries, Inc.
            and Geoffrey Etherington II regarding real property located at
            172 East Aurora Street, Waterbury, Connecticut. (Reference is
            made to Exhibit 10.08(b) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 1, 1998, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.09       Lease dated March 14, 1988 between Nelco Products, Inc. and CMD
            Southwest One regarding real property located at 1117 West
            Fairmont, Tempe, Arizona.  (Reference is made to Exhibit 10.09
            of the Company's Annual Report on Form 10-K for the fiscal year
            ended February 26, 1995, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.09(a)    First Amendment to Lease dated December 10, 1992 to Lease dated
            March 14, 1988 (see Exhibit 10.09 hereto)  between Nelco
            Technology, Inc. and CMD Southwest One regarding real property
            located at 1117 West Fairmont, Tempe, Arizona, and novation
            substituting Nelco Technology, Inc. for Nelco Products, Inc.
            (Reference is made to Exhibit 10.09(a) of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.09(b)    Second Amendment to Lease dated March 24, 1995 to Lease dated
            March 14, 1988 (see Exhibit 10.09 hereto)  between Nelco
            Technology, Inc. and CMD Southwest One regarding real property
            located at 1117 West Fairmont, Tempe, Arizona.  (Reference is
            made to Exhibit 10.09(b) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 3, 1996, Commission File
            No. 1-4415, which is incorporated herein by reference.)







Exhibit
Number                               Description

10.09(c)    Third Amendment to Lease dated January 18, 1996 to Lease dated
            March 14, 1988 (see Exhibit 10.09 hereto) between Nelco
            Technology, Inc. and CMD Southwest One regarding real property
            located at 1117 West Fairmont, Tempe, Arizona.  (Reference is
            made to Exhibit 10.09(c) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 3, 1996, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.10       Lease dated October 1, 1991 between Zin-Plas Corporation and
            Philip L. Johnson d/b/a Johnson Development Company regarding
            real property located at 25 North Park, N.E., Comstock Park,
            Michigan.  (Reference is made to Exhibit 10.10 of the Company's
            Annual Report on Form 10-K for the fiscal year ended February
            28, 1993, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.10(a)    Letter dated October 17, 1996 from Zin-Plas Corporation to
            Philip L. Johnson extending the Lease dated October 1, 1991 (see
            Exhibit 10.10 hereto) between Zin-Plas Corporation and Philip L.
            Johnson d/b/a Johnson Development Company regarding real
            property located at 25 North Park, N.E., Comstock Park,
            Michigan. (Reference is made to Exhibit 10.10(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            March 2, 1997, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.11       Lease dated August 31, 1989 between Nelco Technology, Inc. and
            Cemanudi Associates regarding real property located at 1104 West
            Geneva Drive, Tempe, Arizona.  (Reference is made to Exhibit
            10.11 of the Company's Annual Report on Form 10-K for the fiscal
            year ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.11(a)    First Amendment to Lease dated October 21, 1994 to Lease dated
            August 31, 1989 (see Exhibit 10.11 hereto) between Nelco
            Technology, Inc. and Cemanudi Associates regarding real property
            located at 1104 West Geneva Drive, Tempe, Arizona.  (Reference
            is made to Exhibit 10.11(a) of the Company's Annual Report on
            Form 10-K for the fiscal year ended February 26, 1995,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.12       Lease dated March 24, 1995 between Nelco Technology, Inc. and
            CMD Southwest Inc. regarding real property located at 1131 West
            Fairmont, Tempe, Arizona.  (Reference is made to Exhibit 10.12
            of the Company's Annual Report on Form 10-K for the fiscal year
            ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.12(a)    First Amendment to Lease dated January 18, 1996 to Lease dated
            March 24, 1995 (see Exhibit 10.12 hereto) between Nelco
            Technology, Inc. and CMD Southwest Inc. regarding real property
            located at 1131 West Fairmont, Tempe, Arizona.  (Reference is
            made to Exhibit 10.12(a) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 3, 1996, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.13       Lease dated December 12, 1990 between Neltec, Inc. and NZ
            Properties, Inc. regarding real property located at 1420 W. 12th
            Place, Tempe, Arizona. (Reference is made to Exhibit 10.13 of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 2, 1997, Commission File No. 1-4415, which is
            incorporated herein by reference.)




Exhibit
Number                               Description

10.13(a)    Letter dated January 8, 1996 from Neltec, Inc. to NZ Properties,
            Inc. exercising its option to extend the Lease dated December
            12, 1990 (see Exhibit 10.13 hereto) between Neltec, Inc. and NZ
            Properties, Inc. regarding real property located at 1420 W. 12th
            Place, Tempe, Arizona. (Reference is made to Exhibit 10.13(a) of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 2, 1997, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.14       Indenture of Lease dated November 1, 1984 between Dielectric
            Polymers, Inc. and Holyoke Supply Company, Inc. regarding real
            property located at 218 Race Street, Holyoke, Massachusetts.
            (Reference is made to Exhibit 10.14 of the Company's Annual
            Report on Form 10-K for the fiscal year ended February 28, 1993,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

10.14(a)    Extension of Lease dated May 30, 1986 to Indenture of Lease
            dated November 1, 1984 (see Exhibit 10.14 hereto) between
            Dielectric Polymers, Inc. and Holyoke Supply Company, Inc.
            regarding real property located at 218 Race Street, Holyoke,
            Massachusetts.  (Reference is made to Exhibit 10.14(a) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.14(b)    Second Extension of Lease dated May 30, 1991 to Indenture of
            Lease dated November 1, 1984 (see Exhibit 10.14 hereto) between
            Dielectric Polymers, Inc. and Holyoke Supply Company, Inc.
            regarding real property located at 218 Race Street, Holyoke,
            Massachusetts.  (Reference is made to Exhibit 10.14(b) of the
            Company's Annual Report on Form 10-K for the fiscal year ended
            February 28, 1993, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.14(c)    Amendment to Second Extension of Lease dated May 19, 1994 to
            Indenture of Lease dated November 1, 1984 (see Exhibit 10.14
            hereto) between Dielectric Polymers, Inc. and Holyoke Supply
            Company, Inc. regarding real property located at 218 Race
            Street, Holyoke, Massachusetts.  (Reference is made to Exhibit
            10.14(c) of the Company's Annual Report on Form 10-K for the
            fiscal year ended February 27, 1994, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.14(d)    1995 Extension to Amendment to Second Extension of Lease dated
            October 19, 1995 to Indenture of Lease dated November 1, 1984
            (see Exhibit 10.14 hereto) between Dielectric Polymers, Inc. and
            Holyoke Supply Company, Inc. regarding real property located at
            218 Race Street, Holyoke, Massachusetts.  (Reference is made to
            Exhibit 10.14(d) of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 3, 1996, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.14(e)    Letter dated July 31, 1996 from Dielectric Polymers, Inc. to
            Holyoke Supply Company, Inc. exercising its option to extend the
            Indenture of Lease dated November 1, 1984 (see Exhibit 10.14
            hereto) between Dielectric Polymers, Inc. and Holyoke Supply
            Company, Inc. regarding real property located at 218 Race
            Street, Holyoke, Massachusetts. (Reference is made to Exhibit
            10.14(e) of the Company's Annual Report on Form 10-K for the
            fiscal year ended March 2, 1997, Commission File No. 1-4415,
            which is incorporated herein by reference.)


Exhibit
Number                               Description

10.14(f)    1997 Extension to Amendment to Second Extension of Lease dated
            March 26, 1997 to Indenture of Lease dated November 1, 1984 (see
            Exhibit 10.14 hereto) between Dielectric Polymers, Inc. and
            Holyoke Supply Company, Inc. regarding real property located at
            218 Race Street, Holyoke, Massachusetts. (Reference is made to
            Exhibit 10.14(f) of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 2, 1997, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.14(g)    Letter dated August 27, 1997 from Dielectric Polymers, Inc. to
            Holyoke Supply Company, Inc. extending the Indenture of Lease
            (see Exhibit 10.14 hereto) between Dielectric Polymers, Inc. and
            Holyoke Supply Company, Inc. regarding real property located at
            218 Race Street, Holyoke, Massachusetts. (Reference is made to
            Exhibit 10.14(g) of the Company's Annual Report on Form 10-K for
            the fiscal year ended March 1, 1998, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.15       Lease dated January 8, 1992 between Nelco Technology, Inc. and
            CMD Southwest, Inc. regarding real property located at 1135 West
            Geneva Drive, Tempe, Arizona.  (Reference is made to Exhibit
            10.15 of the Company's Annual Report on Form 10-K for the fiscal
            year ended March 1, 1992, Commission File No. 1-4415, which is
            incorporated herein by reference.)

10.15(a)    First Amendment dated July 8, 1996 to Lease dated January 8,
            1992 (see Exhibit 10.15 hereto) between Nelco Technology, Inc.
            and CMD Southwest, Inc. regarding real property located at 1135
            West Geneva Drive, Tempe, Arizona. (Reference is made to Exhibit
            10.15(a) of the Company's Annual Report on Form 10-K for the
            fiscal year ended March 2, 1997, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.16       Tenancy Agreement dated October 8, 1992 between Nelco Products
            Pte. Ltd. and Jurong Town Corporation regarding real property
            located at 36 Gul Lane, Jurong Town, Singapore.  (Reference is
            made to Exhibit 10.18 of the Company's Annual Report on Form 10-
            K for the fiscal year ended February 28, 1993, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.16(a)    Tenancy Agreement dated November 3, 1995 between Nelco Products
            Pte. Ltd. and Jurong Town Corporation regarding real property
            located at 36 Gul Lane, Jurong Town, Singapore. (Reference is
            made to Exhibit 10.16(a) of the Company's Annual Report on Form
            10-K for the fiscal year ended March 2, 1997, Commission File
            No. 1-4415, which is incorporated herein by reference.)

10.17       Lease Contract dated February 26, 1988 between the New York
            State Department of Transportation and the Edgewater Stewart
            Company regarding real property located at 15 Governor Drive in
            the Stewart International Airport Industrial Park, New Windsor,
            New York.  (Reference is made to Exhibit 10.19 of the Company's
            Annual Report on Form 10-K for the fiscal year ended February
            26, 1995, Commission File No. 1-4415, which is incorporated
            herein by reference.)

10.17(a)    Assignment and Assumption of Lease dated February 16, 1995
            between New England Laminates Co., Inc. and The Edgewater
            Stewart Company regarding the assignment of the Lease Contract
            (see Exhibit 10.17 hereto) for the real property located at 15
            Governor Drive in the Stewart International Airport Industrial
            Park, New Windsor, New York.  (Reference is made to Exhibit
            10.19(a) of the Company's Annual Report on Form 10-K for the
            fiscal year ended February 26, 1995, Commission File No. 1-4415,
            which is incorporated herein by reference.)

Exhibit
Number                               Description

10.17(b)    Lease Amendment No. 1 dated February 17, 1995 between New
            England Laminates Co., Inc. and the New York State Department of
            Transportation to Lease Contract dated February 26, 1988 (see
            Exhibit 10.17 hereto) regarding the real property located at 15
            Governor Drive in the Stewart International Airport Industrial
            Park, New Windsor, New York.  (Reference is made to Exhibit
            10.19(b) of the Company's Annual Report on Form 10-K for the
            fiscal year ended February 26, 1995, Commission File No. 1-4415,
            which is incorporated herein by reference.)

10.18(a)    Employment Agreement, dated March 18, 1996, between the Company
            and E. Phillip Smoot.  (Reference is made to Exhibit 10.20 of
            the Company's Annual Report on Form 10-K for the fiscal year
            ended March 3, 1996, Commission File No. 1-4415, which is
            incorporated herein by reference.  This exhibit is a management
            contract or compensatory plan or arrangement.)

10.18(b)    Employment and Consulting Agreement, dated February 9, 1999,
            between the Company and E. Phillip Smoot. (This exhibit is a
            management contract or compensatory plan or arrangement.)

10.19       Sale and Purchase Agreement dated 29 October 1997 between Dieter
            G. Weiss, Lothar Hubert Reinartz, Nelco International
            Corporation and Park Electrochemical Corp. relating to the sale
            and purchase of shares of capital in Dielektra GmbH. (Reference
            is made to Exhibit 10.01 of the Company's Quarterly Report on
            Form 10-Q for the fiscal quarter ended November 30, 1997,
            Commission File No. 1-4415, which is incorporated herein by
            reference.)

21.01       Subsidiaries of the Company.

23.01       Consent of Ernst & Young LLP.

27.01       Financial Data Schedule (Filed only by electronic transmission
            with EDGAR filing with the Securities and Exchange Commission.)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18B
<SEQUENCE>2
<TEXT>

                                                         EXHIBIT 10.18(b)

                    EMPLOYMENT AND CONSULTING AGREEMENT

      AGREEMENT, dated February 9, 1999, by and between E. Phillip Smoot
(the "Executive") and Park Electrochemical Corp., a New York Corporation
(the "Company").

      WHEREAS, in accordance with the terms of an Employment Agreement dated
March 18, 1996 between the Company and the Executive (the "1996 Agreement"),
the Executive currently is employed as Executive Vice President of the
Company and the President and Chief Executive Officer of Nelco International
Corporation, a subsidiary of the Company ("Nelco"); and

      WHEREAS, the term of the 1996 Agreement expires on February 28, 1999;
and

      WHEREAS, the Executive and the Company desire that the Executive
continue to be employed by the Company in his current capacities as an
Executive Vice President of the Company and the President and Chief
Executive Officer of Nelco for an additional period extending from March 1,
1999 through August 29, 1999, and thereafter to serve as a consultant to the
Company, in accordance with the terms and conditions set forth below;

      NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth below, the parties hereby agree as follows:

      1.    Expiration of 1996 Agreement.  The 1996 Agreement shall expire,
in accordance with its terms, on February 28, 1999, and shall, upon such
expiration, be replaced and superseded by this Agreement.  Without limiting
the generality of the foregoing, the Company and the Executive specifically
agree that the provisions of Sections 6 and 9(d) of the 1996 Agreement, both
of which relate to matters following the expiration of the 1996 Agreement,
shall be deemed terminated upon expiration of the 1996 Agreement and
thereafter shall have no further force or effect.

      2.    Employment and Consultancy.  The Company hereby agrees that the
Executive shall be an employee of, and thereafter a consultant to, the
Company, and the Executive hereby accepts such employment and consultancy,
on the terms and conditions hereinafter set forth.

      3.    Term.  The period of employment of the Executive by the Company
hereunder (the "Employment Period") shall commence effective March 1, 1999
(the "Effective Date") and shall end on August 29, 1999, unless sooner
terminated as provided in Section 7 hereof.  The period of the Executive's
service as consultant to the Company hereunder (the "Consulting Period")
shall commence on August 30, 1999 and shall end on March 2, 2003, unless
sooner terminated as provided in Section 7 hereof.  Notwithstanding the
foregoing, this Agreement shall terminate and shall be of no force and
effect, and the 1996 Agreement shall remain in full force and effect in
accordance with its terms, if a "Change in Control" (as defined in the 1996
Agreement) occurs prior to the Effective Date.  The Employment Period and
the Consulting Period shall be referred to collectively herein as the
"Term".

      4.    Position and Duties.

            (a)   Employment Period.  During the Employment Period, the
Executive shall continue to serve in his current capacities as (i) an
Executive Vice President of the Company and (ii) the President and Chief
Executive Officer and a director of Nelco. In addition, (i) the Executive
shall continue to serve as a member of the Company's Board of Directors
until the Company's 1999 Annual Meeting of Shareholders, at which time his
term in office as a director of the Company shall expire, and (ii) the
Executive shall resign as a director of Nelco effective upon the expiration
of the Employment Period.  During the Employment Period, the Executive shall
report directly to the Company's Chief Executive Officer (the "CEO") and
shall have such responsibilities and authority as may from time to time be
assigned to the Executive by the CEO, provided that such responsibilities
and authority are consistent with the Executive's positions as stated
herein.  Without limiting the generality of the foregoing, the Executive's
duties during the Employment Period shall include: (i) assisting, advising
and cooperating with the CEO in all aspects of formulating and implementing
the Company's strategic plan, as outlined in a memorandum dated November 19,
1998 sent by the CEO to the Executive, as it may from time to time be
modified or supplemented (the "Strategic Plan"), (ii) assisting the CEO in
ensuring that the transition outlined in a memorandum dated January 12, 1999
sent by the CEO to the Executive entitled "PKE/Nelco Transition (Amendment
No. 1)" as it may from time to time be modified or supplemented (the
"Transition") is accomplished smoothly and successfully and (iii) assisting
the CEO in ensuring that the Strategic Plan and the Transition cause minimal
disruption for the business and operations of the Company and its subsidiar-
ies, and for their customers, suppliers and employees.

The Executive agrees to devote substantially all of his working time and
efforts during the Employment Period to the performance of his duties as set
forth herein.

            (b)   Consulting Period.  During the Consulting Period, the
Executive shall report directly to the CEO, and shall provide such
consulting services as the CEO shall request at such times as are mutually
agreeable.

      5.    Place of Performance.  During the Employment Period, the
Executive's place of employment shall be at the principal executive offices
of Nelco, except for reasonably required travel on the Company's or Nelco's
business.  During the Consulting Period, the Executive may perform his
duties at a location of the Executive's choosing; provided, however, that if
the Company shall so request, the Executive shall perform such duties as may
be designated by the Company at one of the offices of the Company or its
subsidiaries.

      6.    Compensation and Related Matters.

            (a)   Base Salary, Consulting Fee.  As compensation for the
performance by the Executive of his obligations hereunder, (i) during the
Employment Period, the Company shall pay to the Executive a base salary at
the rate of $360,000 per annum (the "Base Salary"); (ii) during the portion
of the Consulting Period beginning on August 30, 1999 and ending on February
27, 2000, the Company shall pay to the Executive a consulting fee at the
rate of $360,000 per annum; and (iii) during the portion of the Consulting
Period beginning on February 28, 2000 and ending on March 2, 2003, the
Company shall pay to the Executive a consulting fee at the rate of $180,000
per annum.  The consulting fees described above shall be referred to
collectively herein as the "Consulting Fees".  The Base Salary shall be paid
in accordance with the Company's regular payroll practices.  The Consulting
Fees shall be paid at the same intervals as the Company's regular payroll.

            (b)   Bonuses.  With respect to the Company's fiscal year ending
on February 28, 1999, the Executive shall be entitled to receive a bonus of
$100,000 payable on or about May 17, 1999.  With respect to the period
beginning on the Effective Date and ending on February 27, 2000, the
Executive shall be entitled to receive a bonus of $50,000 payable on or
about September 15, 1999 and a bonus of $50,000 payable on or about May 15,
2000, in each case if the Transition is smooth and successful.  The
Executive shall not be eligible for any additional bonuses during the Term.

            (c)   Expenses.  The Company shall promptly reimburse the
Executive for all reasonable business expenses incurred during the Term by
the Executive in performing services hereunder, provided that such expenses
are incurred and accounted for in accordance with the policies and
procedures established by the Company.

            (d)   Supplemental Account.  With respect to the period
beginning on the Effective Date and ending on February 27, 2000, an amount
equal to the excess of (i) the sum of (x) the amount contributed by the
Company to the Park Electrochemical Corp. Employees' Profit-Sharing Plan, as
amended (the "Plan"), for the Company's fiscal year ending February 27, 2000
plus (y) any amounts forfeited by other participants in the Plan during such
year, which sum, but for the limitations imposed by Section 415 of the
Internal Revenue Code of 1986, as amended (the "Code"), and by Section 4.14
of the Plan, would have been allocated to the Executive's account under the
Plan, over (ii) the amount of contributions and forfeitures actually
credited to the Executive's account for such year, shall be credited by the
Company to the separate account previously established and maintained by the
Company for the Executive as of the date hereof (the "Account").  In
addition, interest shall be credited annually to the Account at the same
rate as net income, gains or profits are earned on the Plan assets.
Payments to the Executive from the Account shall be made as and when
distributions are made to the Executive from the Plan and in the same
proportion of the Account which the Plan distribution bears to the
Executive's account balance under the Plan.  The parties recognize and agree
that the payments to be made by the Company to the Executive from the
Account are unsecured obligations of the Company, that the Executive is only
a general creditor of the Company in that respect and that the amounts in
the Account are assets of the Company which are available to satisfy the
claims of the Company's creditors generally.

            (e)   Other Benefits.  During the Employment Period and
thereafter until February 27, 2000, the Executive shall be entitled to
participate in all of the employee benefit plans and arrangements currently
maintained by the Company, in accordance with the terms of such plans and
arrangements; provided, however, that if the Executive's participation in
any such plan or arrangement is barred by the general terms and provisions
thereof the Company shall arrange to provide the Executive with benefits
substantially similar to those which the Executive would otherwise have been
entitled to receive under such plans and arrangements from which his
participation is barred.  During the portion of the Consulting Period
beginning on February 28, 2000 and ending on March 2, 2003, the Executive
and the Executive's spouse shall be entitled to participate in the Company's
medical and dental plans and arrangements, in accordance with the terms of
such plans and arrangements - provided, however, that if the Executive's
participation in any such plan or arrangement is barred by the general terms
and provisions thereof the Company shall arrange to provide the Executive
and his spouse with benefits substantially similar to those which the
Executive and his spouse would otherwise have been entitled to receive under
such plans and arrangements from which their participation is barred.

            (f)   Automobile.  The Company shall continue to furnish to the
Executive, in accordance with the Company's past practice, the automobile
that the Company leases for the Executive on the date of this Agreement,
during the Employment Period and thereafter until the expiration of such
lease in December, 2000.

      7.    Termination.  The Executive's employment or service as a
consultant hereunder may be terminated during the Employment Period or
Consulting Period, as the case may be, without any breach of this Agreement
only under the circumstances set forth below in this Section 7:

            (a)   Death.  The Executive's employment or service as a
consultant hereunder shall terminate upon his death.

            (b)   Disability.  If, as a result of the Executive's incapacity
due to physical or mental illness, the Executive shall have been absent from
the full-time performance of his duties hereunder during the Employment
Period or during the Consulting Period for the entire period of six
consecutive months, and within thirty (30) days after written Notice of
Termination (as defined in Section 8(a) hereof) is given shall not have
returned to the performance of his duties hereunder on a fulltime basis, the
Company may terminate the Executive's employment or service as a consultant
hereunder for "Disability."

            (c)   Cause.  The Company may terminate the Executive's employ-
ment or service as a consultant hereunder for Cause.  For purposes of this
Agreement, the Company shall have "Cause" to terminate the Executive's
employment or service as a consultant hereunder upon the occurrence of any
of the following events:

                  (i) the conviction of the Executive for the commission of
            a felony; or

                  (ii) the willful and continuing failure by the Executive
            to substantially perform his duties as an employee or consultant
            hereunder (other than such failure resulting from the
            Executive's incapacity due to physical or mental illness) that
            has not been fully cured within ten (10) days following the date
            on which demand for substantial performance is delivered by the
            Company in writing, specifically identifying the manner in which
            the Company believes the Executive has not substantially
            performed his duties; or

                  (iii) the willful misconduct by the Executive (including,
            but not limited to, breach by the Executive of the provisions of
            Section 11 of this Agreement) that is demonstrably and material-
            ly injurious to the Company or its subsidiaries, whether
            monetarily or otherwise.

For purposes of this Section 7(c), no act or failure to act on the
Executive's part shall be considered "willful" unless done or failed to be
done by the Executive in bad faith and without reasonable belief that the
Executive's action or omission was in the best interest of the Company.

      8.    Termination Procedure.

            (a)   Notice of Termination.  Any termination of the Executive's
employment or service as a consultant by the Company (other than termination
pursuant to Section 7(a) hereof) shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 14 hereof.
For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment or service as a consultant under the provision so indicated.

            (b)   Date of Termination.  "Date of Termination" shall mean, as
applicable, the date of death or the date specified in the Notice of
Termination.

      9.    Compensation upon Termination or During Disability.

            (a)   Disability; Death.  During any period that the Executive
fails to perform his duties hereunder as a result of incapacity due to
physical or mental illness ("Disability Period"), the Executive shall
continue to receive the Base Salary or Consulting Fee that otherwise would
have been paid hereunder, reduced by any compensation payable to the
Executive under the Company's disability plans, if any, as in effect during
such period, until his employment or service as a consultant is terminated
for Disability pursuant to Section 7(b).  For the two-year period following
the Executive's termination for Disability pursuant to Section 7(b) but in
no event beyond the expiration of the Term, the Executive shall receive
fifty percent (50%) of the Base Salary or Consulting Fee that otherwise
would have been paid hereunder, reduced by any compensation payable to the
Executive under the Company's disability plans, if any, as in effect during
such period.  Subsequent to the two-year period following the termination of
the Executive's employment or service as a consultant pursuant to Section
7(b), or in the event the Executive's employment or service as a consultant
is terminated by reason of his death, the Company shall have no further
obligations to the Executive under this Agreement and the Executive's
benefits shall be determined under the Company's retirement, insurance and
other compensation programs then in effect in accordance with the terms of
such programs.

            (b)   By Company other than for Cause or Disability.  If the
Executive's employment or service as a consultant is terminated by the
Company other than for Cause or Disability, then:

                  (i)  in addition to any amounts due the Executive pursuant
            to Sections 6(a) or 6(b), the Company shall continue to pay to
            the Executive (or his legal representatives or estate) the Base
            Salary or Consulting Fee that otherwise would have been paid
            hereunder for the remainder of the Term; and

                  (ii)  the Company shall maintain in full force and effect,
            for the continued benefit of the Executive and his dependents
            for the remainder of the Term all employee welfare benefit plans
            and programs in which the Executive was entitled to participate
            immediately prior to the Date of Termination pursuant to the
            terms of Section 6(e) hereof, provided that the Executive's
            continued participation is possible under the general terms and
            provisions of such plans and programs.  In the event that the
            Executive's participation in any such plan or program is barred,
            the Company shall arrange to provide the Executive and his
            dependents with benefits substantially similar to those which
            the Executive and his dependents would otherwise have been
            entitled to receive under such plans and programs from which
            their continued participation is barred.

            (c)   By Company for Cause or by the Executive.  If the
Executive's employment or service as a consultant shall be terminated by the
Company for Cause or by the Executive, then the Company shall pay to the
Executive his Base Salary or Consulting Fee, as applicable, through the Date
of Termination, and the Company shall have no additional obligations to the
Executive under this Agreement except as set forth in subsection (d) of this
Section 9.

            (d)   Compensation Plans.  Following any termination of the
Executive's employment or service as a consultant, the Company shall pay the
Executive all unpaid amounts, if any, to which the Executive is entitled as
of the Date of Termination under any compensation plan or program of the
Company, at the time such payments are due.


      10.   Mitigation.  The Executive shall not be required to mitigate the
amount of any payment provided for the Executive by seeking other employment
or service or otherwise, nor shall the amount of any payment or benefit
provided for the Executive hereunder be reduced by any compensation earned
by the Executive as the result of employment or engagement by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Company or otherwise except as is hereinafter
specifically provided in this Section 1O.  To the extent that the Executive,
during the relevant period described in Section 9(b)(ii), shall receive from
a subsequent employer benefits similar to those to be provided under Section
9(b)(ii), the benefits to be provided under the provisions of said Section
shall be correspondingly reduced.

      11.   Confidential Information; Noncompetition Requirement.

            (a)   Confidential Information.  The Executive shall hold in a
fiduciary capacity for the benefit of the Company all trade secrets,
confidential information, and knowledge or data relating to the Company and
its subsidiaries and their businesses, which shall have been obtained by the
Executive at any time during the Executive's employment by or service with
the Company (whether during the Employment Period, the Consulting Period or
otherwise) and which shall not have been or now or hereafter have become
public knowledge (other than by acts by the Executive or representatives of
the Executive in violation of this Agreement).  The Executive shall not,
without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such trade
secrets, information, knowledge or data to anyone other than the Company and
those designated by the Company.  Any termination of the Executive's
employment or service as a consultant or of this Agreement shall have no
effect on the continuing operation of this Section 11(a).

            (b)   Noncompetition Requirement.  During the Term and during
any period in respect of which the Executive is entitled to payment pursuant
to Section 9(b)(i) and for an additional period of two (2) years thereafter
(the "Additional Period"), the Executive agrees that, without the prior
written consent of the Company, he shall not, directly or indirectly, with
or without pay, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, manager,
investor, lender, advisor, owner, associate or in any other individual or
representative capacity, (i) solicit, entice, encourage or otherwise attempt
to procure business from any customers (determined as of the Date of
Termination) of the Company or a subsidiary thereof for a business that is
competitive in any manner whatsoever (a "Competitive Business") with any
business in which the Company is then engaged, (ii) solicit, entice or
encourage any employee (determined as of the Date of Termination) of the
Company or a subsidiary thereof to leave the employ of the Company or any of
its subsidiaries, or (iii) engage or participate in any Competitive
Business; provided, however, that clause (iii) of this Section 11(b) shall
not apply during the Additional Period.  If any provision of Section 11(a)
or of this Section 11(b) should be deemed invalid, illegal or unenforceable
because its scope is considered excessive, such provision shall be modified
so that the scope of the provision is reduced only to the minimum extent
necessary to render the modified provision valid.

            (c)   Injunctive Relief.  In the event of a breach or threatened
breach of subsections (a) or (b) of this Section 11, the Executive agrees
that the Company shall be entitled to injunctive relief in a court of
appropriate jurisdiction to remedy any such breach or threatened breach, the
Executive acknowledging that damages would be inadequate and insufficient.

      12.   Withholding.  The Company shall be entitled to withhold from any
amounts paid hereunder all amounts the Company may be required to withhold
in respect of federal, state, local or other income, employment or other
taxes.
      13.   Successors, Binding Agreement.

            (a)   Company's Successors.  The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform
it if no such succession had taken place.  Failure of the Company to obtain
such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if the Company had
terminated his employment without Cause, except that for purposes of imple-
menting the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.  In the event of failure
of the Company to obtain such assumption and agreement prior to the
effective date of any such succession, the Executive shall have no rights or
remedies other than as specifically set forth in the preceding sentence.  As
used in this Agreement, "Company" shall mean the Company as herein before
defined and any successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Section 13 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.

            (b)   Executive's Successors.  This Agreement and all rights of
the Executive hereunder shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administra-
tors, successors, heirs, distributees, devisees and legatees.  If the
Executive should die while any amounts would still be payable to him
hereunder if he had continued to live, all such amounts unless otherwise
provided herein shall be paid in accordance with the terms of this Agreement
to the Executive's devisee, legatee, or other designee or, if there be no
such designee, to the Executive's estate.

      14.   Notice.  For the purposes of this Agreement, notices, demands
and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed as follows:

      If to the Executive:

      E. Phillip Smoot
      315 East Bay Front
      Balboa Island, California 92662

      If to the Company:

      Park Electrochemical Corp.
      5 Dakota Drive
      Lake Success, New York 11042
      Attention:  Chief Executive Officer

or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

      15.   Miscellaneous.  No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to in writing signed by the Executive and an appropriate officer of the
Company.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement.  This Agreement shall be binding on all successors to the
Company.  The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without
regard to its conflicts of law principles.  Any action or proceeding
relating to this Agreement or any matters arising out of or in connection
with this Agreement, and any action for enforcement of any judgment in
respect thereof, shall be brought exclusively in the courts of the State of
New York or of the United States of America for the Eastern District of New
York, and the Company and the Executive each hereby accepts the exclusive
jurisdiction of the aforesaid courts and the appellate courts thereof.  The
Company and the Executive each irrevocably consents to service of process
out of any of the aforesaid courts in any such action or proceeding by the
mailing of copies thereof registered or certified mail, postage prepaid, to
the Company or the Executive at their respective addresses referred to in
Section 14.  All references herein to "Sections" pertain to Sections of this
Agreement unless otherwise specified.  All references herein to Sections of
the Code shall be deemed also to refer to any successor provisions to such
Sections.  Any payments provided for hereunder in respect of the Employment
Period shall be paid net of any applicable withholding required under
federal, state or local law.  The obligations of the Company under Section
9 and of the Executive under Section 11 shall survive the expiration of the
term of this Agreement.  The compensation and benefits payable to the
Executive under this Agreement shall be in lieu of any other severance
benefits to which the Executive may otherwise be entitled upon his
termination of employment or service as a consultant under any severance
plan, program, policy or arrangement of the Company.  Upon the Effective
Date, this Agreement supersedes all prior agreements between the parties
with respect to the subject matter hereof, including but not limited to the
1996 Agreement (including but not limited to Sections 6 and 9(d) thereof).

      16.   Validity.  The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or enforce-
ability of any other provision of this Agreement, which shall remain in full
force and effect.

      17.   Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein.


      IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.



                              PARK ELECTROCHEMICAL CORP.



                              By:/s/Brian E. Shore
                              Name: Brian E. Shore
                              Title: President


                              /s/EP Smoot
                              E. Phillip Smoot      2/9/99



[ex1018b]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.01
<SEQUENCE>3
<TEXT>

                                                EXHIBIT 21.01

         SUBSIDIARIES OF PARK ELECTROCHEMICAL CORP.



     The following table lists Park's subsidiaries and the jurisdiction in
which each such subsidiary is organized.



                                                 Jurisdiction of
                Name                               Incorporation

    Dielectric Polymers, Inc.              Massachusetts
    Dielektra GmbH                         Germany
    Dielektra (H.K.) Limited               Hong Kong
    Dielektra UK Limited                   England
    FiberCote Industries, Inc.             Connecticut
    Grand Rapids Die Casting Corp.         Michigan
    Metclad S.A.                           France
    Metclad International Corp.            Delaware
    Nelco International Corporation        Delaware
    Nelco GmbH                             West Germany
    Nelco Products, Inc.                   Delaware
    Nelco Products Pte. Ltd.               Singapore
    Nelco Products Sdn. Bhd.               Malaysia
    Nelco S.A.                             France
    Nelco STS, Inc.                        Delaware
    Nelco Arizona, Inc.                    Delaware
    Neluk, Inc.                            Delaware
    New England Laminates Co., Inc.        New York
    New England Laminates (U.K.) Ltd.      England
    Park Advanced Product Development Corp.Delaware
    Technocharge Limited                   England
    Zin-Plas Corporation                   Michigan
    Zin-Plas of Canada, Inc.               Canada
    Zin-Plas Marketing and Business
     Development Corporation               Michigan







[ex2101]



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.01
<SEQUENCE>4
<TEXT>

                                               EXHIBIT 23.01








INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in the Registration Statements
Nos. 33-3777, 33-16650, 33-55383, 33-63956 and 333-12463 on Form S-8 of our
report, dated April 23, 1999, with respect to the consolidated financial
statements and schedule of Park Electrochemical Corp. included in the Annual
Report on Form 10-K of Park Electrochemical Corp. for the fiscal year ended
February 28, 1999.



ERNST & YOUNG LLP



New York, New York
May 27, 1999






[ex2301]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Park Electrochemical Corp. and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          FEB-28-1999
<PERIOD-END>                               FEB-28-1999
<CASH>                                          36,682
<SECURITIES>                                   103,020
<RECEIVABLES>                                   58,947
<ALLOWANCES>                                     2,030
<INVENTORY>                                     25,703
<CURRENT-ASSETS>                               230,196
<PP&E>                                         223,485
<DEPRECIATION>                                 105,473
<TOTAL-ASSETS>                                 351,698
<CURRENT-LIABILITIES>                           63,356
<BONDS>                                        100,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,358
<OTHER-SE>                                     163,288
<TOTAL-LIABILITY-AND-EQUITY>                   351,698
<SALES>                                        387,634
<TOTAL-REVENUES>                               395,276
<CGS>                                          328,884
<TOTAL-COSTS>                                  370,163
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               5,400
<INCOME-PRETAX>                                 19,713
<INCOME-TAX>                                     4,337
<INCOME-CONTINUING>                             15,376
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    15,376
<EPS-BASIC>                                     1.40
<EPS-DILUTED>                                     1.38


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----