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<SEC-DOCUMENT>/in/edgar/work/20000526/0000076267-00-000003/0000076267-00-000003.txt : 20000919
<SEC-HEADER>0000076267-00-000003.hdr.sgml : 20000919
ACCESSION NUMBER:		0000076267-00-000003
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000227
FILED AS OF DATE:		20000526

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PARK ELECTROCHEMICAL CORP
		CENTRAL INDEX KEY:			0000076267
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3672
]		IRS NUMBER:				111734643
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0228
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K
			SEC ACT:		
			SEC FILE NUMBER:	001-04415
			FILM NUMBER:		644224
</FILING-VALUES>

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

				MAIL ADDRESS:	
					STREET 1:		5 DAKOTA DR
					CITY:			LAKE SUCCESS
					STATE:			NY
					ZIP:			11042
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<DOCUMENT>
<TYPE>10-K
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<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 27, 2000

                                  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. [X]

[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,             $263,092,619*                May 12, 2000
$.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,            10,471,348              May 12, 2000
$.10 par value

                  DOCUMENTS INCORPORATED BY REFERENCE

  Proxy Statement for Annual Meeting of Shareholders to be held July
   12, 2000 incorporated by reference into Part III of this Report.
=====================================================================

*Included in such amount are 985,809 shares of common stock valued at
$25.125 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..........................................    13

Item 3.     Legal Proceedings...................................    14

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.........    28

Item 9.     Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure................    49


PART III

Item 10.    Directors and Executive Officers of the Registrant..    49

Item 11.    Executive Compensation..............................    49

Item 12.    Security Ownership of Certain Beneficial Owners
             and Management.....................................    49

Item 13.    Certain Relationships with Related Transactions.....    49


PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports
             on Form 8-K........................................    50

SIGNATURES .....................................................    59

FINANCIAL STATEMENT SCHEDULES
  Schedule II - Valuation and Qualifying Accounts ..............    60

EXHIBIT INDEX ..................................................    61









                                   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 and other electronic interconnec-
tion systems. The Company's electronic materials business is operated by its
"Nelco" business units located in North America, Europe and Asia. 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.
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 is part of Park's Nelco group of companies.  See Note 14
of the Notes to Consolidated Financial Statements in Item 8 of this Report.

        For more than the last three fiscal years, the Company's business
has been divided into two industry segments: (1) electronic materials and
(2) engineered materials and plumbing hardware. However, during the fourth
quarter of the 2000 fiscal year, the Company decided to close the plumbing
hardware portion of its engineered materials and plumbing hardware business
segment. See Notes 15 and 16 of the Notes to Consolidated Financial
Statements in Item 8 of this Report for information concerning the closure
of the plumbing hardware business.

         Information concerning 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 is set forth in Note 12 of the Notes to
Consolidated Financial Statements in Item 8 of this Report.

        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 multilayer back-
planes, wireless packages, high speed/low loss multilayers, high density
interconnects ("HDIs") 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, contract manufacturers and,
to a lesser extent, major electronic equipment manufacturers.  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 microprocessors and memory
and logic devices), passive components (such as resistors and capacitors)
and connection devices (such as infra-red couplings, fiber optics and
surface mount connectors). Examples of end uses of the Company's printed
circuit materials include high speed routers and servers, supercomputers,
laptops, satellite switching equipment, cellular telephones and transceivers
and wireless personal digital assistants ("PDAs"). 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 increasingly advanced electronic materials required for
interconnect performance and manufacturability, the increasing miniaturiza-
tion and portability of advanced electronic equipment, 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 telephones, 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 (.002 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, wireless
packages, high speed/low loss multilayers, high density interconnects
("HDIs") 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 materials ("Thermount" is a
registered trademark of E.I. duPont de Nemours & Co.), APPE resin technology
(a licensed product of Asahi Chemical Industry Co., Ltd.), SI (Signal
Integrity) products,cyanate esters and polytetrafluoroethylene ("PTFE")
materials.

        During the 2000 fiscal year, the Company introduced several new high
technology electronic materials products, including:

 .       N4000-7MFSI - Nelco's new SI (Signal Integrity) version of the
        successful N4000-7 mid-range product introduced during the 1999
        fiscal year that is designed for high speed applications requiring
        very tight tolerance signal integrity properties such as those
        specified with the Rambus RIMM modules and that provides more
        robust capabilities for high layer count backplanes requiring
        tighter electrical impedance values. (Rambus and RIMM are trademarks
        of Rambus Inc.)

 .       N7000-2HT - Nelco's new polyimide system with exceptional toughness
        for the most stringent applications such as network server-routers
        and burn-in board interconnects where the highest reliability is
        paramount.

 .       LD series of Laser Drillable products - Nelco's new series of
        multilayer materials designed to be compatible and enhance the
        state-of-the-art laser drilling processes utilized by Nelco's
        customers, which provides more productivity in the laser drilling
        process and higher quality formation of the critical micro-via
        holes.

        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, contract
manufacturers and, to a lesser extent, major electronic equipment manufac-
turers in the computer, networking, 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 manufacturers 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 2000 fiscal year, approximately 13.6% of the
Company's sales were to Hadco Corporation, the largest manufacturer of
printed circuit boards in North America. In April 2000, Hadco Corporation
and Sanmina Corporation, a leading electronics contract manufacturer,
announced that they had signed a definitive merger agreement pursuant to
which Hadco would merge into Sanmina. As of the date of this Report, the
merger of Hadco into Sanmina had not been consummated. During Park's 2000
fiscal year, a significant amount, but less than 10%, of Park's sales were
to Sanmina Corporation.

        During the Company's 1998 fiscal year, 15.8% of the Company's sales
were to Delco Electronics Corporation, a subsidiary of General Motors Corp.
Delco Electronics had purchased significant amounts 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. Since
that time, the Company has been marketing its 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 years ended February 28, 1999 and
February 27, 2000 and may have a material adverse effect on the business of
this segment in the fiscal year ending February 25, 2001 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. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 of this Report for a
discussion of the significant pre-tax losses incurred during the 2000 fiscal
year by the Company's Arizona based business unit which formerly supplied
Delco Electronics Corporation with semi-finished circuit boards.

        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 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 manufacturing
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 has been expanding the manufacturing capacity of its
electronic materials facilities in recent years; and during the 2000 fiscal
year, the Company completed expansions of its electronic materials
operations in Singapore and France, acquired additional manufacturing
capacity in California in the second quarter, and commenced significant
additional expansions of its electronic materials operations in California
and New York.

        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

        For more than the last three years, the Company's engineered
materials and plumbing hardware segment has been comprised of its specialty
adhesive tape and film, advanced composite materials and plumbing hardware
businesses. However, during the fourth quarter of the 2000 fiscal year, the
Company decided to close the plumbing hardware portion of its engineered
materials and plumbing hardware business segment. See Note 15 of the Notes
to Consolidated Financial Statements in Item 8 of this Report for informa-
tion concerning the closure of the plumbing hardware business.

        Dielectric Polymers, Inc., the Company's specialty adhesive tape and
film business, produces tapes and bonding films for a variety of applica-
tions 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, which conducted the Company's
plumbing hardware business, marketed plumbing hardware products, which it
designed and manufactured typically from chrome and brass plated zinc and
plastic, and marketed 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,
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 were 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 designed and manufactured its plumbing hardware to its
own specifications and to the specifications of original equipment
manufacturers, using combinations of materials and product designs that were
developed by its personnel.  The Company's product development efforts
relating to its plumbing hardware business operations were directed toward
the development of new decorative plumbing hardware product designs and new
materials for use in the manufacture of plumbing products.  This required
market research, industrial design, engineering and testing for ease of
installation and durability.  The Company usually combined chrome-plated
zinc and plastic moldings for its products.

        The principal materials used in the manufacture of the  Company's
plumbing hardware products consisted of zinc castings, plastics, plating
materials, and other component parts.  The Company purchased these materials
from several suppliers.  Although satisfactory substitutes for these
materials are not readily available, the Company 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.

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 28, 2000,
the unfilled portion of all purchase orders believed to be firm was
approximately $30,484,000, compared to $19,072,000 at April 30, 1999.
Backlog of the Company's two industry segments at April 28, 2000, compared
to April 30, 1999, was as follows:

                                    April 28, 2000      April 30, 1999
     Electronic Materials             $27,405,000         $12,350,000
     Engineered Materials and
      Plumbing Hardware                 3,079,000           6,722,000

     Total                            $30,484,000         $19,072,000

     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 27, 2000.

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 27, 2000, the Company had approximately 2,850 employees.
Of these employees, 2,670 were engaged in the Company's electronic materials
operations, 150 in its engineered materials and plumbing hardware operations
and 30 consisted of executive personnel and general administrative staff.
As a result of the closure of the plumbing hardware business, none of the
Company's employees are subject to a collective bargaining agreement.
Management considers its employee relations to be good.

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 two
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
 Anaheim, CA              Leased         Electronic Materials     41,000
 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
 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 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 damages of not less than $70 million and
substantial punitive damages.

         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% of the Company's total
worldwide sales for the 1998 fiscal year. See "Business-Electronic Materials
Operations-Customers and End Markets" in Item 1 of this Report, "Manage-
ment'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 Consolidat-
ed 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           48
                        and a Director

Robert A. Forcier       Senior Vice President, OEM Marketing         50
                        and Technology

George L. Frantz        Senior Vice President and Chief              52
                        Information Officer

Emily J. Groehl         Senior Vice President, Sales and             53
                        Marketing

Christopher F. Johnson  Senior Vice President, Corporate             56
                        Development

Thomas T. Spooner       Senior Vice President, Technology            63

Stephen E. Gilhuley     Secretary and General Counsel                55

Murray O. Stamer        Treasurer                                    42

    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. Forcier has been employed by one of Park's "Nelco" business units
for more than the past five years. He was president of Nelco Technology,
Inc. from December 1987 to August 1992 and was Vice President, New Product
Marketing of Nelco International Corporation from 1993 until June 1999, when
Nelco International Corporation merged into Park Electrochemical Corp. He
was elected Senior Vice President of Park in May 1999.

    Mr. Frantz was elected Senior Vice President of the Company in December
1999. Prior thereto, he was employed by the Atlantic Richfield Company since
1974 as an information technology executive in a number of capacities and
positions at both the parent company and division levels.


    Ms. Groehl has been with one of Park's "Nelco" business units for more
than the past five years. She was elected Vice President of New England
Laminates Co., Inc. in 1988 and was Vice President, Marketing and Sales of
Nelco International Corporation from 1993 until June 1999, when Nelco
International Corporation merged into Park Electrochemical Corp. She was
elected Senior Vice President of Park in May 1999.

    Mr. Johnson was elected Senior Vice President of the Company in January
2000. Prior thereto he was President of Compositech Ltd. and from 1993 to
1998 he was Vice President and General Manager of the printed wire board
products operation of The Dexter Corporation. Prior to 1993, he had been
employed in a number of capacities and positions with several companies in
the electronic materials industry, including Hercules Incorporated and E.I.
duPont de Nemours & Co.

    Mr. Spooner has been employed by one of Park's "Nelco" business units
for more than the past five years. He was Vice President, Technology of
Nelco International Corporation from 1993 until June 1999, when Nelco
International Corporation merged into Park Electrochemical Corp. He was
elected Senior Vice President of Park in May 1999.

    Mr. Gilhuley has been General Counsel of the Company since April 1994
and Secretary since July 1996.

    Mr. Stamer has been employed by the Company since 1989 and served as the
Company's Corporate Controller from 1993 to May 1999, when he was elected
Treasurer.

    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
         Equity 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 27, 2000     High         Low             Declared
       First Quarter            $27 3/4      $23 1/8            $.08
       Second Quarter            31 5/8       23 1/8            $.08
       Third Quarter             38 9/16      27 3/4            $.08
       Fourth Quarter            35 15/16     18 1/8            $.08

     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

         As of May 23, 2000, there were approximately 2,130 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 27, 2000 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 27, 2000 and February 28, 1999 and for the three
years ended February 27, 2000, together with the independent auditors'
reports for the three years ended February 27, 2000, appear in Item 8 of
this Report.

















<TABLE>
<CAPTION>

                                                             Fiscal Year Ended
                                           Feb. 27,    Feb. 28,   Mar. 1,    Mar. 2,    Mar. 3,
                                            2000        1999       1998       1997       1996
                                                  (In thousands, except per share amounts)
<S>                                        <C>        <C>        <C>        <C>        <C>
STATEMENT OF EARNINGS INFORMATION:
Net sales                                  $425,261    $387,634   $376,158   $334,490   $312,966
Cost of sales                               351,841     328,884    301,968    275,372    242,655
Gross profit                                 73,420      58,750     74,190     59,118     70,311
Selling, general and administrative
 expenses                                    45,508      41,279     39,418     34,366     35,236
Closure of plumbing hardware business(1)      4,464        -          -          -          -

Profit from operations                       23,448      17,471     34,772     24,752     35,075

Other income:
 Interest and other income, net               6,654       7,642      8,382      7,653      2,285
 Interest expense                             5,720       5,400      5,468      5,508         96

   Total other income                           934       2,242      2,914      2,145      2,189

Earnings before income taxes                 24,382      19,713     37,686     26,897     37,264

Income tax provision                          6,085       4,337     12,436      8,338     12,366

Net earnings                               $ 18,297    $ 15,376   $ 25,250   $ 18,559   $ 24,898

Earnings per share:

 Basic                                     $   1.74    $   1.40   $   2.22   $   1.64   $   2.17

 Diluted                                   $   1.68    $   1.38   $   2.07   $   1.58   $   2.11

Weighted average number of common
 shares outstanding:

 Basic                                       10,507      10,980     11,353     11,349     11,500

 Diluted                                     13,095      11,138     13,948     13,932     11,843

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

BALANCE SHEET INFORMATION:
Working capital                            $176,113    $166,840   $176,553   $165,004   $160,965
Total assets                                365,252     351,698    359,329    307,862    298,975
Long-term debt                              100,000     100,000    100,000    100,000    100,000
Stockholders' equity                        179,118     164,646    166,404    143,355    134,427

(1) See Note 15 of the Notes to Consolidated Financial Statements in Item 8 of this Report.
</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 electron-
ic materials used to fabricate complex multilayer printed circuit boards,
semiconductor packages and other electronic interconnection systems.  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 opera-
tions accounted for approximately 92% of the Company's total net sales
worldwide in the 2000 fiscal year and approximately 90% and 89% of net sales
worldwide in the 1999 and 1998 fiscal years, respectively. The Company's
foreign electronic materials operations accounted for approximately 37% of
the Company's total net sales worldwide in the 2000 fiscal year and approxi-
mately 39% and 31% of net sales worldwide in the 1999 and 1998 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 operated a plumbing hardware business, which it decided to
close and liquidate in the 2000 fiscal year fourth quarter. The Company's
engineered materials and plumbing hardware businesses accounted for approxi-
mately 8% of the Company's total net sales worldwide in the 2000 fiscal year
and approximately 10% and 11% of net sales worldwide in the 1999 and 1998
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 2000 and 1999 fiscal years,
discussed below. This growth was bolstered by the inclusion of the sales of
Dielektra GmbH, a manufacturer of advanced electronic materials, including
continuously produced copper-clad laminates and mass-laminated multilayer
panels, located in Cologne, Germany, which Park acquired in October 1997.
The Company's sales growth during the 2000 fiscal year was also bolstered by
the growth in sales by the Company's electronic materials operations in
England and France. The Company's ongoing efforts to expand its higher
technology, higher margin product lines have also been significant factors
in the growth of the Company's sales of electronic materials, and 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
2000 and 1999 fiscal years 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. Nevertheless, the Company's earnings growth resumed in
the 2000 fiscal year, despite the significant losses incurred by the
Company's mass lamination business in Arizona which formerly supplied Delco
Electronics and despite the significant charges related to the closure and
the write-down of the assets of the plumbing hardware business and the 2000
fiscal year operating loss of that business. Growth of the Company's
electronic materials business was also constrained during these fiscal years
by the Company's available manufacturing capacity. The Company has been
expanding the manufacturing capacity of its electronic materials facilities
in recent years; and during the 2000 fiscal year, the Company completed
expansions of its electronic materials operations in Singapore and France,
acquired additional manufacturing capacity in the second quarter, and
commenced significant additional expansions of its electronic materials
operations in California and New York.

         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% of the Company's total sales worldwide for the
1998 fiscal year.

         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 during the
2000 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 Corporation 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 damages of not less than $70 million and substantial punitive
damages.

         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 years ended
February 27, 2000 and February 28, 1999 and may have a material adverse
effect on the business of this segment in the fiscal year ending February
25, 2001 and in subsequent fiscal years.

Fiscal Year 2000 Compared with Fiscal Year 1999:

         The Company's electronic materials business was largely responsible
for the improvement in the Company's results of operations for the fiscal
year ended February 27, 2000.  The North American, European and Asian
markets for sophisticated printed circuit materials strengthened during the
2000 fiscal year, and the Company's electronic materials operations located
in each region performed well as a result.  However, the absence of business
with Delco Electronics during the 2000 fiscal year reduced the Company's
sales volume in North America and negatively affected the Company's margins.

         The Company's results of operations and margins improved in the 2000
fiscal year principally as a result of the electronic material business'
maximizing the utilization of its manufacturing resources, increasing its
market share with certain key customers, and increasing its sales of higher
technology, higher margin products.  However, the Company's electronic
materials business also experienced inefficiencies resulting from the
operation of certain of its facilities at levels in excess of their designed
manufacturing capacity, difficulty associated with the integration of a
small acquisition which was consummated in the 2000 fiscal year second
quarter, price pressure exerted by customers, and, most important, signifi-
cant pre-tax losses at its Arizona based business unit which formerly
supplied Delco Electronics Corporation with semi-finished circuit boards, or
mass lamination product, all of which negatively affected the Company's
margins during the year.

         Operating results of the Company's engineered materials and plumbing
hardware business segment declined severely during the 2000 fiscal year.
This decline was attributable to a $4.5 million pre-tax charge for the
closure of the plumbing hardware business and the related write-down of the
assets of that business and to the $0.6 million operating loss of the
plumbing hardware business during the year.




         Results of Operations

         Sales for the fiscal year ended February 27, 2000 increased 10% to
$425.3 million from $387.6 million for the fiscal year ended February 28,
1999.  Sales of the electronic materials business for the 2000 fiscal year
were $392.3 million, or 92% of total sales worldwide, compared with $350.3
million, or 90% of total sales worldwide, for the 1999 fiscal year.  This
12% increase in sales of electronic materials was principally the result of
higher volume of electronic materials shipped and an increase in sales of
higher technology products.  Sales of the engineered materials and plumbing
hardware businesses declined during the 2000 fiscal year due to reduced
volume of plumbing hardware products shipped, which more than offset the
sales increases by the specialty adhesive tape and advanced composite
businesses. This resulted in an overall decline of 12% in the engineered
materials and plumbing hardware segment to $33.0 million in the 2000 fiscal
year from $37.3 million in the 1999 fiscal year.

         For the fiscal year ended February 27, 2000, sales of the Company's
continuing operations, excluding the plumbing hardware business which the
Company decided to close during the fourth quarter of the 2000 fiscal year,
increased 11% to $411.8 million from $369.4 million for the fiscal year
ended February 28, 1999.

         The Company's foreign operations accounted for $159.1 million of
sales, or 37% of the Company's total sales worldwide, during the 2000 fiscal
year, compared with $151.9 million of sales, or 39% of total sales world-
wide, during the 1999 fiscal year.  Sales by the Company's foreign opera-
tions during the 2000 fiscal year increased 5% from the 1999 fiscal year.
The increase in sales by the Company's foreign operations in the 2000 fiscal
year was principally due to an increase in sales by the Company's European
electronic materials operations.

         The gross margin for the Company's worldwide operations was 16.2%
during the 2000 fiscal year compared with 15.2% for the 1999 fiscal year.
The gross margin for the Company's continuing worldwide operations, exclud-
ing the plumbing hardware business, was 17.3% during the 2000 fiscal year
compared with 15.1% for the 1999 fiscal year. The improvement in the gross
margin was attributable to the increases in sales volumes over the 1999
fiscal year, the continuing growth in sales of higher technology, higher
margin products and increases in market share with certain key electronic
materials customers.  However, the favorable impact of these factors was
partially offset by the absence of sales volumes with Delco Electronics,
inefficiencies caused by operating certain facilities at levels in excess of
their designed manufacturing capacity, difficulty associated with the
integration of a small acquisition which was consummated in the 2000 fiscal
year second quarter, price pressure exerted by customers and the significant
losses incurred by the Company's mass lamination business in Arizona which
formerly supplied Delco Electronics.

         Selling, general and administrative expenses, measured as a
percentage of sales, were 10.7% during the 2000 fiscal year and the 1999
fiscal year and, excluding the plumbing hardware business closure and asset
write-down charge and operating loss, were 10.4% during the 2000 fiscal year
and 10.5% during the 1999 fiscal year. The decline resulted from proportion-
ately greater sales compared to the 1999 fiscal year.

         For the reasons set forth above, profit from operations for the 2000
fiscal year increased 34% to $23.4 million from $17.5 million for the 1999
fiscal year, while profit from the Company's continuing operations, exclud-
ing the plumbing hardware business, for the 2000 fiscal year increased 68%
to $28.5 million from $17.0 million for the 1999 fiscal year.




         Interest and other income, principally investment income, declined
13% to $6.7 million for the 2000 fiscal year from $7.6 million for the 1999
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 2000 fiscal year. The Company's investments were
primarily short-term taxable instruments and government securities.
Interest expense for the 2000 fiscal year was $5.7 million compared with
$5.4 million during the 1999 fiscal year.  The increase in interest expense
was attributable to the reduction in interest capitalized to fixed assets.
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 2000 fiscal year was
25.0% compared with 22.0% for the 1999 fiscal year.  This increase in the
effective tax rate was primarily the result of a change in the Company's
income mix among the tax jurisdictions in which the Company does business.

         Net earnings for the 2000 fiscal year increased 19% to $18.3 million
from $15.4 million for the 1999 fiscal year.  Basic and diluted earnings per
share increased to $1.74 and $1.68, respectively, for the 2000 fiscal year
from $1.40 and $1.38, respectively, for the 1999 fiscal year.  This increase
in net earnings and earnings per share was primarily attributable to the
increase in the profit from operations, which was constricted by the higher
effective tax rate, the charge for the closure and the related write-down of
the assets of the plumbing hardware business, the operating loss of the
plumbing hardware business and the loss incurred in the 2000 fiscal year by
the business unit in Arizona which formerly supplied Delco Electronics
Corporation with semi-finished multilayer circuit boards.

         Without the plumbing hardware business closure and asset write-down
charge and operating loss, net earnings for the 2000 fiscal year would have
increased 40% to $21.6 million from $15.4 million for the 1999 fiscal year,
and basic and diluted earnings per share would have increased by $0.31 and
$0.25, respectively, for the 2000 fiscal year.

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 sophisti-
cated 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 Com-
pany'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 electron-
ic 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 in-
creased 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.

Liquidity and Capital Resources:

         At February 27, 2000, the Company's cash and temporary investments
were $131.5 million compared with $139.7 million at February 28, 1999, the
end of the Company's 1999 fiscal year. The decrease in the Company's cash
and investment position at February 27, 2000 was attributable to investments
in property, plant and equipment in excess of cash provided from operating
activities, as discussed below. The Company's working capital was $176.1
million at February 27, 2000 compared with $166.8 million at February 28,
1999.  The increase at February 27, 2000 compared with February 28, 1999 was
due principally to higher receivables, inventories and other current assets
and lower current liabilities, offset in part by lower cash and temporary
investments. The increase in receivables at February 27, 2000 compared with
February 28, 1999 was a result principally of higher sales volumes and
longer outstanding receivables. The Company's current ratio (the ratio of
current assets to current liabilities) was 3.9 to 1 at February 27, 2000
compared with 3.6 to 1 at February 28, 1999.

         During the 2000 fiscal year, the Company generated funds from
operations of $21.5 million and expended $27.7 million for the net purchase
of property, plant and equipment.  Cash provided by net earnings, before
depreciation and amortization, of $34.6 million combined with a net increase
in non-cash working capital items resulted in $21.5 million of cash provided
from operating activities.  A significant portion of the 2000 fiscal year's
capital expenditures related to the expansions of the Company's electronic
materials facilities in California, New York and Singapore.  These expan-
sions will increase the Company's capacity and capability for the production
of sophisticated printed circuit materials.  Net expenditures for property,
plant and equipment were $27.7 million, $24.4 million and $18.3 million in
the 2000, 1999 and 1998 fiscal years, respectively.  The Company expects the
capital expenditures in the 2001 fiscal year to exceed the expenditures in
the 2000 fiscal year. In the 2000 fiscal year second quarter, the Company
announced large expansion programs relating to its electronic materials
operations in New York and California, and the Company completed an expan-
sion of its electronic materials operations in Asia during the 2000 fiscal
year.


         At February 27, 2000, 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 govern-
ment 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 2000, 1999 and 1998 fiscal years, the Company charged
approximately $0.2 million, $0.2 million and $0.4 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 27, 2000, the recorded
liability in accrued liabilities for environmental matters was $4.4 million
compared with $3.5 million at February 28, 1999.

         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.

         The Company successfully addressed Year 2000 issues through the
implementation of a plan comprised of the following four phases: inventory,
assessment, remediation and testing. The Company applied 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 included evaluating the Year 2000 readiness of
third parties such as suppliers, customers and service providers. As a
result, the Company's information systems did not experience any Year 2000
difficulties on December 31, 1999 or thereafter, and the Company's opera-
tions have not been adversely affected by Year 2000 issues at its customers
or suppliers.
         The Company is upgrading its information systems to improve their
functionality and efficiency. 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 upgraded 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.  The incremental cost of its Year 2000 compliance program did not
have a material adverse effect on the liquidity, capital resources, busi-
ness, consolidated results of operations or consolidated financial position
of the Company.

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 27, 2000, the Company's ten largest
         customers accounted for approximately 63% of net sales.  The
         Company expects that sales to a relatively small number of custom-
         ers 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 Mar-
         kets" 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 fac-
         tors, 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 facili-
         ties.  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 principal 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 addi-
         tion, 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 operat-
         ing 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 efflu-
         ents 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 has not experienced any material adverse
         effects relating to Year 2000 issues in the Company's information
         systems and software programs or as a result of any Year 2000
         issues experienced by its suppliers, suppliers to its suppliers,
         customers, other third parties or infrastructure facilities, the
         Company does not have control over these third parties and, conse-
         quently, cannot provide assurance that these third parties will not
         experience Year 2000 issues that 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 2000 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 27, 2000 and February
28, 1999 and the related consolidated statements of earnings, stockholders'
equity, and cash flows for each of the three years in the period ended
February 27, 2000.  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 auditing standards generally
accepted in the United States. 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 27,
2000 and February 28, 1999 and the consolidated results of their operations
and their cash flows for each of the three years in the period ended
February 27, 2000, in conformity with accounting principles generally
accepted in the United States.  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 26, 2000










<TABLE>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES

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

<CAPTION>
                                                   February 27,  February 28,
                                                       2000          1999
<S>                                                 <C>           <C>
ASSETS

Current assets:
 Cash and cash equivalents                           $ 53,153      $ 36,682
 Marketable securities (Note 2)                        78,309       103,020
 Accounts receivable, less allowance for
  doubtful accounts of $2,388 and $2,030,
  respectively                                         68,335        56,917
 Inventories (Note 3)                                  27,368        25,703
 Prepaid expenses and other current
  assets (Note 7)                                       9,614         7,874

     Total current assets                             236,779       230,196

Property, plant and equipment, net of
 accumulated depreciation and amortization
 (Note 4)                                             125,977       118,012

Other assets (Notes 7 and 10)                           2,496         3,490

     Total                                           $365,252      $351,698


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                                    $ 24,964      $ 31,019
 Accrued liabilities (Notes 5 and 11)                  28,973        23,154
 Income taxes payable                                   6,729         9,183

     Total current liabilities                         60,666        63,356

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

Deferred income taxes (Note 7)                         11,933         9,501

Deferred pension liability and other (Note 10)         13,535        14,195

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                            54,794        53,108
 Retained earnings                                    157,308       142,336
 Accumulated other non-owner changes                   (5,291)       (1,802)

                                                      208,169       195,000
 Less treasury stock, at cost, 3,114,820 and
  3,258,379 shares, respectively                      (29,051)      (30,354)

     Total stockholders' equity                       179,118       164,646

     Total                                           $365,252      $351,698
<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 27,   February 28,     March 1,
                                               2000           1999           1998
<S>                                         <C>             <C>            <C>

Net sales                                    $425,261        $387,634       $376,158
Cost of sales                                 351,841         328,884        301,968

Gross profit                                   73,420          58,750         74,190
Selling, general and administrative
  expenses                                     45,508          41,279         39,418
Closure of plumbing hardware business
 (Note 15)                                      4,464            -               -

Profit from operations                         23,448          17,471         34,772

Other income:
  Interest and other income, net                6,654           7,642          8,382
  Interest expense (Note 6)                     5,720           5,400          5,468
  Total other income                              934           2,242          2,914

Earnings before income taxes                   24,382          19,713         37,686
Income taxes(Note 7)                            6,085           4,337         12,436

Net earnings                                 $ 18,297        $ 15,376       $ 25,250

Earnings per share(Note 9):
  Basic                                        $1.74           $1.40          $2.22
  Diluted                                      $1.68           $1.38          $2.07


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























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

  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)

  Net earnings                                                   18,297                                           $18,297

  Exchange rate changes                                                      (3,407)                               (3,407)

  Change in pension
   liability adjustment                                                         149                                   149

  Market revaluation                                                           (231)                                 (231)

  Stock options exercised                              1,686                               (143,559)     1,303

  Cash dividends ($.32 per
   share)                                                        (3,325)

  Comprehensive income                                                                                            $14,808

Balance, February 27, 2000    13,580,018  $1,358     $54,794   $157,308     $(5,291)      3,114,820   $(29,051)
<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 27,  February 28,     March 1,
                                                      2000           1999         1998
<S>                                                <C>           <C>          <C>
Cash flows from operating activities:
  Net earnings                                       $ 18,297       $ 15,376     $ 25,250
  Adjustments to reconcile net earnings
   to net cash provided by operating
   activities:
   Depreciation and amortization                       16,264         14,291       13,207
   Provision for plumbing business closure costs        3,230            -            -
   Provision for write-down of fixed assets             1,234            -          1,400
   Provision for doubtful accounts receivable             725            237           75
   Provision (benefit) for deferred income taxes          600            828         (301)
   Other, net                                             107           (165)         (11)
   Changes in operating assets and liabilities:
    Accounts receivable                               (13,722)        (3,624)       1,273
    Inventories                                        (2,831)         1,298       (3,138)
    Prepaid expenses and other current assets             292            333       (1,950)
    Other assets                                        1,281            579         (544)
    Accounts payable                                   (5,140)        (6,481)       1,235
    Accrued liabilities                                 3,922         (1,627)        (250)
    Income taxes payable                               (2,777)         1,137        4,204

       Net cash provided by operating activities       21,482         22,182       40,450

Cash flows from investing activities:
  Purchases of property, plant and equipment, net     (27,729)       (24,375)     (18,274)
  Purchases of marketable securities                 (127,677)      (129,693)    (135,390)
  Proceeds from sales of marketable securities        152,388        140,031      124,264
  Business acquisition net of cash acquired (Note 14)     -              -         (4,585)

       Net cash used in investing activities          ( 3,018)       (14,037)     (33,985)

Cash flows from financing activities:
  Dividends paid                                       (3,325)        (3,475)      (3,619)
  Proceeds from exercise of stock options               2,478            232          228
  Purchase of treasury stock                              -          (13,452)         -

       Net cash used in financing activities             (847)       (16,695)      (3,391)

Increase (decrease) in cash and cash equivalents
  before effect of exchange rate changes               17,617         (8,550)       3,074

Effect of exchange rate changes on
  cash and cash equivalents                            (1,146)           130         (293)

Increase (decrease) in cash and cash equivalents       16,471         (8,420)       2,781

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

Cash and cash equivalents, end of year               $ 53,153       $ 36,682     $ 45,102



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



PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 27, 2000



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. During the fourth
    quarter of the 2000 fiscal year, the Company decided to close the plumbing
    hardware portion of its business.

    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
        2000, 1999 and 1998 fiscal years ended on February 27, 2000, February
        28, 1999 and March 1, 1998, respectively.  Fiscal 2000, 1999 and 1998
        each consisted of 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 are deferred and included in other assets and amortized, using
        the effective interest method, over the 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 $61,300,000 at February 27,
        2000) of the Company's foreign subsidiaries, because 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
                                           2000        1999         1998
<S>                                      <C>         <C>           <C>
        Cash paid during the year for:
         Interest                        $5,524,000  $5,500,000    $5,519,000
         Income taxes                     7,976,000   2,159,000     8,289,000
</TABLE>

    l.  Financial Instruments - 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. This statement is effective for fiscal years beginning after
        June 15, 2000. The Company's policy is to enter into forward foreign
        currency contracts only to hedge specific transactions in order to
        reduce exposure to foreign exchange risks. The Company believes the
        adoption of these standards 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
                               Amortized  Unrealized Unrealized    Fair
                                  Cost       Gains      Losses     Value
<S>                           <C>           <C>       <C>        <C>
  February 27, 2000:
    U.S. Treasury and other
     government securities    $ 17,491,000  $   -      $ 42,000   $17,449,000
    U.S. corporate debt
     securities                 61,070,000     3,000    259,000    60,814,000
      Total debt securities     78,561,000     3,000    301,000    78,263,000
    Equity securities                5,000    41,000       -           46,000

                              $ 78,566,000  $ 44,000   $301,000   $78,309,000

  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

</TABLE>




    The gross realized gains on sales of available-for-sale securities
    totalled $9,000, $39,000 and $18,000 for fiscal 2000, 1999 and 1998,
    respectively, and the gross realized losses totalled $11,000, $9,000 and
    $6,000 for fiscal 2000, 1999 and 1998, respectively.

    The amortized cost and estimated fair value of the debt and marketable
    equity securities at February 27, 2000, by contractual maturity, are shown
    below:
<TABLE>
<CAPTION>                                                       Estimated
                                                                   Fair
                                                   Cost             Value
    <S>                                         <C>              <C>
     Due in one year or less                     $26,558,000     $26,528,000
     Due after one year through five years        52,003,000      51,735,000
                                                  78,561,000      78,263,000
     Equity securities                                 5,000          46,000
                                                 $78,566,000     $78,309,000
 </TABLE>

<TABLE>
3.   INVENTORIES
<CAPTION>
                                               February 27,    February 28,
                                                   2000            1999
     <S>                                         <C>             <C>
     Raw materials                               $10,870,000     $ 8,787,000
     Work-in-process                               5,249,000       4,590,000
     Finished goods                               10,323,000      11,533,000
     Manufacturing supplies                          926,000         793,000

                                                 $27,368,000     $25,703,000
</TABLE>

<TABLE>
4.   PROPERTY, PLANT AND EQUIPMENT
<CAPTION>
                                               February 27,    February 28,
                                                   2000            1999
     <S>                                        <C>            <C>
     Land, buildings and improvements           $ 44,606,000    $ 44,626,000
     Machinery, equipment, furniture
      and fixtures                               190,656,000     178,859,000

                                                 235,262,000     223,485,000
     Less accumulated depreciation
      and amortization                           109,285,000     105,473,000

                                                $125,977,000    $118,012,000
</TABLE>
     Depreciation and amortization expense relating to property, plant and
     equipment amounted to $16,200,000, $14,255,000 and $12,884,000 for
     fiscal 2000, 1999 and 1998, respectively. Pretax charges of $1,234,000
     and $1,400,000 were recorded in fiscal 2000 and fiscal 1998,
     respectively, 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
     $93,000, $395,000 and $294,000 for fiscal 2000, 1999 and 1998,
     respectively.








<TABLE>
5.   ACCRUED LIABILITIES
<CAPTION>                                      February 27,    February 28,
                                                   2000            1999
     <S>                                         <C>             <C>
     Payroll and commissions                     $ 8,234,000     $ 5,946,000
     Taxes, other than income taxes                1,982,000       1,109,000
     Interest                                      2,750,000       2,750,000
     Other                                        16,007,000      13,349,000

                                                 $28,973,000     $23,154,000
</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 were
     not redeemable at the option of the Company prior to March 1, 1999; at
     any time on or after such date, the Notes are 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 27, 2000 and February 28, 1999, the fair value of the Notes
     approximated $84,750,000 and $87,000,000, respectively.

     Foreign lines of credit totalled $5,300,000 at February 27, 2000, all
     of which remains available to the Company's foreign subsidiaries.

7.   INCOME TAXES
<TABLE>
     The income tax provision includes the following:
<CAPTION>
                                                 Fiscal Year
                                       2000          1999         1998
     <S>                             <C>          <C>         <C>
     Current:
      Federal                         $2,445,000   $  724,000  $10,181,000
      State and local                    339,000      608,000    1,332,000
      Foreign                          2,587,000    2,177,000    1,224,000

                                       5,371,000    3,509,000   12,737,000

     Deferred:
      Federal                           (869,000)      31,000     (680,000)
      State and local                    (46,000)      62,000       94,000
      Foreign                          1,629,000      735,000      285,000

                                         714,000      828,000     (301,000)

                                      $6,085,000   $4,337,000  $12,436,000
</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
                                              2000       1999       1998

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

     State and local taxes, net of
      Federal benefit                          0.8         2.0        2.5

     Foreign tax rate differentials           (9.3)      (13.7)      (7.4)

     Reversal of reserves no longer
      required                                (3.1)       (3.5)        -

     Other, net                                1.6         2.2        2.9
                                              25.0%       22.0%      33.0%

     The Company had foreign net operating loss carryforwards of
     approximately $39,500,000 and $44,300,000 in fiscal 2000 and 1999,
     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 27, 2000 and
     February 28, 1999, net of valuation reserves of approximately
     $19,500,000 and $22,400,000, respectively.  None of the acquired net
     operating loss carryforwards relate to goodwill or other intangible
     assets.

     Approximately $2,000,000 of the foreign net operating loss carryforwards
     expire in varying amounts from fiscal 2001 through fiscal 2005, and the
     remainder have an indefinite expiration.

     At February 27, 2000 and February 28, 1999, current deferred tax assets
     of $3,879,000 and $2,147,000, 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, directors and 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
         anniversary of the date of grant. 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 plan.  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
         $8.65 for fiscal 2000, $7.38 for fiscal 1999 and $7.17 for fiscal
         1998, with the following weighted average assumptions: risk free
         interest rate of 5.5% for fiscal 2000 and 1999 and 6.0% for fiscal
         1998; expected volatility factors of 40%, 41% and 33% for fiscal
         2000, 1999 and 1998, respectively; expected dividend yield of 2% for
         fiscal 2000, 1999 and 1998; and estimated option lives of 3.6 years
         for fiscal 2000 and 4.1 years for fiscal 1999 and 4.6 years for
         fiscal 1998.  For the purpose of pro forma disclosures, the effect
         of applying SFAS 123 on net income and earnings per share for fiscal
         2000, 1999 and 1998 would approximate the amounts shown below (in
         thousands, except EPS data):
<TABLE>
<CAPTION>
                            2000                1999               1998
                       As        Pro         As       Pro       As       Pro
                     Reported   forma     Reported   forma   Reported   forma
<S>                   <C>       <C>        <C>       <C>       <C>       <C>
Net income            $18,297   $17,303    $15,376   $14,692   $25,250   $24,810
EPS-basic              $1.74     $1.65      $1.40     $1.34     $2.22     $2.19
EPS-diluted            $1.68     $1.61      $1.38     $1.33     $2.07     $2.04

</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 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
 Granted                               24.56 -  35.94    230,900     25.07
 Exercised                              5.50 -  24.63   (145,059)    17.42
 Cancelled                             13.13 -  24.81    (36,137)    23.86

 Balance, February 27, 2000           $ 5.50 - $35.94    810,529    $20.80

 Exercisable, February 27, 2000       $ 5.50 - $27.63    377,580    $16.59
</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     105,400         2.58    $ 6.99       105,400    $ 6.99
 10.00 -  19.99     139,990         5.09     16.05       128,740     15.80
 20.00 -  36.00     565,139         8.25     24.55       143,440     24.36
                    810,529                              377,580
</TABLE>

     Stock options available for future grant under the 1992 Plan at February
     27, 2000 and February 28, 1999 were 390,947 and 585,710, 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 27, 2000, 2,370,342 shares of
         common stock were reserved for issuance upon conversion of the Notes
         and 1,195,876 shares were reserved for issuance upon exercise of
         stock options.

     d.  Accumulated Other Non-Owner Changes - Accumulated balances related to
         each component of other comprehensive income (loss) were as follows:

<TABLE>
<CAPTION>                                       February 27,    February 28,
                                                    2000            1999
     <S>                                         <C>             <C>
     Currency translation adjustment                $(3,600)        $  (193)
     Pension liability adjustment                    (1,524)         (1,673)
     Unrealized (losses)/gains on investments          (167)             64

     Accumulated balance                            $(5,291)        $(1,802)
</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>                           2000         1999         1998
    <S>                             <C>          <C>           <C>
 Net income for basic EPS            $18,297,000  $15,376,000   $25,250,000
 Add interest on 5.5% convertible
  subordinated notes, net of taxes     3,702,000       -          3,554,000
 Net income for diluted EPS          $21,999,000  $15,376,000   $28,804,000

 Weighted average common shares
  outstanding for basic EPS           10,507,000   10,980,000    11,353,000
 Net effect of dilutive options          218,000      158,000       225,000
 Assumed conversion of 5.5%
  convertible subordinated notes       2,370,000       -          2,370,000
 Weighted average shares
  outstanding for diluted EPS         13,095,000   11,138,000    13,948,000

 EPS-basic                              $1.74        $1.40         $2.22
 EPS-diluted                            $1.68        $1.38         $2.07
 </TABLE>

   During the 2000 fiscal year, the Company decided to close its plumbing
   hardware business. The net income shown above includes losses of
   $5,022,000 for the 2000 fiscal year, and profits of $476,000 and
   $641,000 for the 1999 and 1998 fiscal years, respectively, for this
   discontinued portion of the engineered materials and plumbing hardware
   segment.

10.  EMPLOYEE BENEFIT PLANS

     a.  Profit Sharing Plan - Park and certain of its subsidiaries have a
         non-contributory 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 back to the Company.  The Company's contributions under the
         plan amounted to $2,269,000, $1,641,000 and $2,179,000 for fiscal
         2000, 1999 and 1998, 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, pursuant to which the contributions of employees of
         certain subsidiaries were partially matched by the Company in the
         amounts of $848,000, $789,000 and $692,000 in fiscal 2000, 1999 and
         1998, respectively.

     b.  Pension Plans - The domestic subsidiary of the Company which
         conducted the plumbing hardware business had two pension plans,
         neither of which are active, covering its union employees. On
         February 27, 2000, the two plans were merged in order to simplify the
         administration of the plans. The pension plans are non-contributory
         defined benefit plans. The Company's funding policy is to contribute
         annually the amounts necessary to satisfy applicable funding
         standards. There were no changes made to funding levels or retiree
         benefits as a result of the merger of the two plans. A foreign
         subsidiary of the Company has a non-contributory 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.

         The Company records its deferred pension liability related to its two
         defined benefit pension plans in accordance with SFAS 87 which
         amounted to $9,773,000 and $10,956,000 at February 27, 2000 and
         February 28, 1999, respectively. The effect on the Company's
         consolidated financial statements in recording the liability was to
         recognize an asset (included in other assets) of $0 and $175,000 at
         February 27, 2000 and February 28, 1999, respectively, and to record
         a corresponding reduction to accumulated non-owner changes of
         $1,524,000 and $1,673,000 at those same dates.

         Net pension costs include the following components:
<TABLE>
<CAPTION>                                              Fiscal Year
    Change in Benefit Obligation                   2000            1999
    <S>                                          <C>           <C>
    Benefit obligation at beginning of year      $ 14,601,000   $ 13,336,000
    Service cost                                       97,000        131,000
    Interest cost                                     953,000        949,000
    Actuarial loss                                    513,000        974,000
    Currency translation (gain)/loss               (1,189,000)        71,000
    Benefits paid                                    (845,000)      (860,000)

    Benefit obligation at end of year            $ 14,130,000   $ 14,601,000

    Change in Plan Assets

    Fair value of plan assets at beginning
     of year                                     $  3,261,000   $  3,164,000
    Actual return on plan assets                      (38,000)       132,000
    Employer contributions                            835,000        825,000
    Benefits paid                                    (845,000)      (860,000)

    Fair value of plan assets                    $  3,213,000   $  3,261,000

    Underfunded status                           $(10,917,000)  $(11,340,000)
    Unrecognized net transition obligation             (1,000)        90,000
    Unamortized prior service cost                       -            85,000
    Unrecognized net loss                           2,669,000      2,058,000

    Net accrued pension cost                     $ (8,249,000)  $ (9,107,000)

   Component of Net Periodic                       Fiscal Year
    Benefit Cost                          2000         1999         1998
   <S>                                <C>          <C>           <C>
   Service cost - benefits earned
    during the period                 $   97,000    $ 131,000     $  54,000
   Interest cost on projected
    benefit obligation                   953,000      949,000       494,000
   Expected return on plan assets       (262,000)    (250,000)     (238,000)
   Amortization of unrecognized
    transition obligation                 17,000       29,000        30,000
   Amortization of prior service cost     14,000       24,000        23,000
   Recognized net actuarial loss          58,000       53,000        31,000
   Effect of curtailment                 144,000         -             -

   Net periodic pension cost          $1,021,000    $ 936,000     $ 394,000
</TABLE>

       The projected benefit obligation for the domestic plan was determined
       using assumed discount rates of 7.50% and 6.75% for fiscal 2000 and
       1999, 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 assumed discount rates of 6% and 7% for fiscal years 2000 and
       1999, respectively. Projected wage increases of 3% and 2.5% and
       inflation factors of 1.5% and 2% were also assumed for fiscal years
       2000 and 1999, respectively.  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 27, 2000, 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 in
       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 2008.
       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
                          2001              $3,250,000
                          2002               2,649,000
                          2003               1,957,000
                          2004               1,209,000
                          2005                 742,000
                          Thereafter         1,744,000

                                           $11,551,000

       Rental expense, inclusive of real estate taxes and other costs,
       amounted to $3,424,000, $2,861,000 and $2,781,000 for fiscal 2000,
       1999 and 1998, 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
       two 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 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, $200,000 and $400,000 in fiscal 2000,
       1999 and 1998, respectively. The recorded liabilities included in
       accrued liabilities for environmental matters were $4,350,000 at
       February 27, 2000 and $3,500,000 at February 28, 1999 and March 1,
       1998.

       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 the 2000, 1999 and 1998 fiscal years, the Company had 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,
       contract manufacturers and, to a lesser extent, 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 have been 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
                                          2000         1999        1998
 <S>                                    <C>         <C>         <C>
 Electronic materials                    $392,259    $350,294    $335,227
 Engineered materials and
  plumbing hardware                        33,002      37,340      40,931

   Net sales                             $425,261    $387,634    $376,158

Electronic materials                     $ 32,210    $ 18,523    $ 35,132
Engineered materials and
  plumbing hardware                        (2,830)      3,273       3,928
General corporate expense                  (5,932)     (4,325)     (4,288)
Interest and other income, net              6,654       7,642       8,382
Interest expense                           (5,720)     (5,400)     (5,468)

   Earnings before income taxes          $ 24,382    $ 19,713    $ 37,686

Electronic materials                     $253,015    $233,886    $210,714
Engineered materials and
  plumbing hardware                        10,147      11,752      13,884
Corporate (1)                             102,090     106,060     134,731

   Total assets                          $365,252    $351,698    $359,329

Electronic materials                     $ 15,550    $ 13,546    $ 12,403
Engineered materials and
  plumbing hardware                           582         716         785
Corporate                                     132          29          19

   Total depreciation and
    amortization                         $ 16,264    $ 14,291    $ 13,207

Electronic materials                     $ 26,227    $ 23,635    $ 18,161
Engineered materials and
  plumbing hardware                         1,554       1,093         868
Corporate                                      65          32          11

   Total capital expenditures            $ 27,846    $ 24,760    $ 19,040
<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
                                             2000        1999       1998
         <S>                                <C>         <C>         <C>
         United States                     $266,158    $235,699    $260,498
         Europe                              95,812      90,112      59,134
         Asia                                63,291      61,823      56,526
            Total sales                    $425,261    $387,634    $376,158


         United States                     $ 74,846    $ 65,231    $ 61,914
         Europe                              27,484      30,948      29,645
         Asia                                24,092      22,814      17,607
            Total long-lived assets        $126,422    $118,993    $109,166
</TABLE>

13.  CUSTOMER AND SUPPLIER CONCENTRATIONS

   a.  Customers - Sales to Hadco Corporation were 13.6% and 10.5% of the
       Company's total worldwide sales for fiscal years 2000 and 1999,
       respectively. During fiscal 1998, sales to Delco Electronics
       Corporation, a subsidiary of General Motors Corp., were 15.8% 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 accounted for 10% or more of the total sales
       of the Company in fiscal 2000, and the Company is not dependent on
       any single customer, the loss of a major customer or of a group of
       customers within the electronic materials 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 was 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.

15.  CLOSURE OF THE PLUMBING HARDWARE BUSINESS

     During the fourth quarter of the 2000 fiscal year, the Company
     initiated a plan to discontinue its plumbing hardware business. The
     pre-tax charges to earnings for the 2000 fiscal year related to the
     plumbing hardware business totaled $5,022,000, including $1,234,000 for
     the impairment of long-lived assets, $1,111,000 for other asset write-
     offs, $2,119,000 for facility and other costs related to the plumbing
     hardware business closure, and $558,000 of operating losses. At
     February 27, 2000, remaining accruals approximated $2,069,000.

     The results of operations of the plumbing hardware business are
     reported as a component of the engineered materials and plumbing
     hardware segment. The operating results of the plumbing hardware
     business included in the Consolidated Statement of Earnings are as
     follows (in thousands):

<TABLE>
<CAPTION>
                                                    52 Weeks
                                                      Ended
                                    February 27,   February 28,     March 1,
                                        2000           1999           1998
<S>                                  <C>            <C>            <C>
Net sales                              $13,491        $18,197        $20,592
Cost of sales                           11,486         15,080         16,972

Gross profit                             2,005          3,117          3,620
Selling, general and
 administrative expenses                 2,563          2,641          2,979

(Loss) profit from operations          $  (558)       $   476        $   641
</TABLE>



















16.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
                                                       Quarter
                                         First    Second    Third     Fourth
                                      (In thousands, except per share amounts)
 <S>                                   <C>       <C>       <C>      <C>
      Fiscal 2000:
       Net sales                        $104,454  $107,729  $108,183   $104,895
       Gross profit                       19,030    19,418    18,704     16,268
       Net earnings                        5,698     6,047     5,790        762

       Earnings per share:
         Basic                              $.55      $.58      $.55       $.07
         Diluted                            $.51      $.53      $.51       $.07

       Weighted average common shares
        outstanding:
         Basic                            10,430    10,489    10,546     10,565
         Diluted                          12,972    13,096    13,221     10,723

      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
</TABLE>

    During the fourth quarter of the 2000 fiscal year, the Company decided
    to close its plumbing hardware business. The pre-tax charges to earnings
    for the fourth quarter of the 2000 fiscal year related to this
    discontinued portion of the engineered materials and plumbing hardware
    segment totaled $4,984,000, including $1,234,000 related to the
    impairment of long-lived assets, $1,111,000 for other asset write-offs,
    $2,119,000 for other facility and costs related to the plumbing hardware
    business closure, and $520,000 of operating losses. Without the plumbing
    hardware business charges and operating loss in the fourth quarter of
    the 2000 fiscal year, the net earnings for the quarter would have been
    $4,002,000 and the basic and diluted earnings per share for the quarter
    would have increased by $.31 and $.30, respectively.

    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 2000 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 2000 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 2000 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 2000 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                                   29

               Balance Sheets                                         30

               Statements of Earnings                                 31

               Statements of Stockholders' Equity                     32

               Statements of Cash Flows                               33

               Notes to Consolidated Financial
               Statements (1-16)                                      34

           (2) Financial Statement Schedules:

               Schedule II - Valuation and Qualifying
               Accounts                                               60

               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 27, 2000.























                                 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 24, 2000                      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 24, 2000
                             financial officer)

/s/Murray O. Stamer          Treasurer
Murray O. Stamer             (principal accounting
                             officer)                       May 24, 2000

/s/Jerry Shore               Chairman of the Board and
Jerry Shore                  Director                       May 24, 2000


/s/Mark S. Ain               Director
Mark S. Ain                                                 May 24, 2000


                             Director
Anthony Chiesa                                              May 24, 2000


/s/Lloyd Frank               Director
Lloyd Frank                                                 May 24, 2000
















<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 27, 2000          $2,030,000     $ 725,000     $(332,000)        $(35,000)     $2,388,000

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         $ (9,000)     $1,858,000














<FN>
(A)  Uncollectible accounts, net of recoveries.
</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 February 27, 2000



                             ___________________



                         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-21.01
<SEQUENCE>2
<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 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 Technology, Inc.                 Delaware
    Neltec, 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 Marketing and Business
     Development Corporation               Michigan







[ex2101]



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.01
<SEQUENCE>3
<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 26, 2000, 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 27, 2000.



ERNST & YOUNG LLP



New York, New York
May 24, 2000






[ex2301]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<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>                   12-MOS
<FISCAL-YEAR-END>                          FEB-27-2000
<PERIOD-END>                               FEB-27-2000
<CASH>                                          53,153
<SECURITIES>                                    78,309
<RECEIVABLES>                                   70,673
<ALLOWANCES>                                     2,338
<INVENTORY>                                     27,368
<CURRENT-ASSETS>                               236,779
<PP&E>                                         235,262
<DEPRECIATION>                                 109,285
<TOTAL-ASSETS>                                 365,252
<CURRENT-LIABILITIES>                           60,666
<BONDS>                                        100,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,358
<OTHER-SE>                                     177,760
<TOTAL-LIABILITY-AND-EQUITY>                   365,252
<SALES>                                        425,261
<TOTAL-REVENUES>                               431,915
<CGS>                                          351,841
<TOTAL-COSTS>                                  401,813
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   725
<INTEREST-EXPENSE>                               5,720
<INCOME-PRETAX>                                 24,382
<INCOME-TAX>                                     6,085
<INCOME-CONTINUING>                             18,297
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,297
<EPS-BASIC>                                       1.74
<EPS-DILUTED>                                     1.68


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