-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 F7OjWNl9YeeRGPOeofFqovLET3QpXTKCaGVQW+mvv8+sz2aJ9IYN9qwQS5WCfm2t
 Nn403KXQCHCMxjoRicSVlg==

<SEC-DOCUMENT>0000076267-04-000008.txt : 20040514
<SEC-HEADER>0000076267-04-000008.hdr.sgml : 20040514
<ACCEPTANCE-DATETIME>20040514120007
ACCESSION NUMBER:		0000076267-04-000008
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20040229
FILED AS OF DATE:		20040514

FILER:

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

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04415
		FILM NUMBER:		04805514

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

	MAIL ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>e10k04.txt
<DESCRIPTION>FORM 10-K FYE FEBRUARY 29, 2004
<TEXT>
                                                                1

                          UNITED STATES
               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 29, 2004

OR

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

     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 of 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:

Title of Each Class                    Name of Each Exchange
                                        on Which Registered
Common Stock, par value $.10 per share  New York Stock Exchange
Preferred Stock Purchase Rights         New York Stock Exchange

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  _

[cover page 1 of 2 pages]
      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

      Indicate  by  check  mark  whether  the  registrant  is  an
accelerated  filer  (as  defined in  Exchange  Act  Rule  12b-2).
Yes X     No___

      State  the  aggregate market value of the voting  and  non-
voting common equity held by non-affiliates 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  the  last
business  day of the registrant's most recently completed  second
fiscal quarter.
                                                  As of Close of
Title of Class         Aggregate Market Value       Business On
Common Stock,
par value $.10 per share    $457,489,328*         August 29,2003

      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 of
Title of Class               Outstanding            Business On
Common Stock,
par value $.10 per share      19,847,937            May 7, 2004

DOCUMENTS INCORPORATED BY REFERENCE

Proxy  Statement for Annual Meeting of Shareholders  to  be  held
July  14,  2004 incorporated by reference into Part III  of  this
Report.

*Included  in  such amount are 1,487,286 shares of  common  stock
valued  at  $23.15 per share and held as of such  date  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...................................    14
Item 3.   Legal Proceedings............................    14
Item 4.   Submission of Matters to a Vote of Security
		Holders....................................    15
          Executive Officers of the Registrant.........    15

PART II

Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters..................    18
Item 6.   Selected Financial Data......................    18
Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations...................................    20
          Factors That May Affect Future Results.......    35
Item 7A.  Quantitative and Qualitative Disclosures
          About Market Risk............................    37
Item 8.   Financial Statements and Supplementary Data..    37
Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure.......    64
Item 9A   Controls and Procedures......................    64

PART III

Item 10.  Directors and Executive Officers of the
          Registrant...................................    65
Item 11.  Executive Compensation.......................    65
Item 12.  Security Ownership of Certain Beneficial
          Owners and Management and Related Stockholder
          Matters......................................    65
Item 13.  Certain Relationships and Related Transactions   66
Item 14.  Principal Accountant Fees and Services.......    66

PART IV

Item 15   Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K..........................    67

SIGNATURES..............................................   68

FINANCIAL STATEMENT SCHEDULES

  Schedule II - Valuation and Qualifying
                Accounts................................   69

EXHIBIT INDEX...........................................   70




                             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 interconnection systems. Park
specializes  in advanced materials for high layer  count  circuit
boards  and  high-speed and radio frequency microwave  electronic
systems  and  digital broadband telecommunications, internet  and
networking  applications.  Park's electronic  materials  business
operates under the "Nelco" name through fully integrated business
units in Asia, Europe and North America. The Company's electronic
materials  manufacturing  facilities are  located  in  Singapore,
China, France, New York, Arizona and California.

     The  Company  is also engaged in the design, production  and
marketing  of advanced composite materials through its  FiberCote
Industries subsidiary in Waterbury, Connecticut.

     Park  was  founded  in  1954 by Jerry Shore,  the  Company's
Chairman of the Board and one of its largest shareholders.

      The sales and long-lived assets of the Company's operations
by  geographic area for the last three fiscal years are set forth
in  Note 17 of the Notes to Consolidated Financial Statements  in
Item  8  of  Part  II  of  this  Report.  The  Company's  foreign
operations   are   conducted   principally   by   the   Company's
subsidiaries  in  Singapore,  China  and  France.  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 Part II of this Report.

            In   February  2004,  the  Company  discontinued  its
financial  support of Dielektra GmbH, the Company's wholly  owned
subsidiary  located in Cologne, Germany. Dielektra  had  required
substantial   financial  support  from  the  Company,   and   the
discontinuation  of the Company's financial support  resulted  in
the  filing  of  an insolvency petition by Dielektra,  which  the
Company believes will result in the eventual reorganization, sale
or   liquidation  of  Dielektra.  In  accordance  with  generally
accepted accounting principles, the Company is treating Dielektra
GmbH as a discontinued operation. Accordingly, the information in
this  Report  has been adjusted to give effect to  the  Company's
treatment of Dielektra GmbH as a discontinued operation. See Note
9  of the Notes to Consolidated Financial Statements in Item 8 of
Part  II of this Report and "Management's Discussion and Analysis
of  Financial Condition and Results of Operations" in Item  7  of
Part II of this Report.

      The  Company makes available free of charge on its Internet
website,  www.parkelectro.com, its annual report  on  Form  10-K,
quarterly reports on Form 10-Q, current reports on Form  8-K  and
all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished  to
the  Securities and Exchange Commission. None of the  information
on  the  Company's website shall be deemed to be a part  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
interconnection systems, such as multilayer back-planes, wireless
packages,   high-speed/low-loss  multilayers  and  high   density
interconnects ("HDIs"). The Company's multilayer printed  circuit
materials include copper-clad laminates and prepregs. The Company
has  long-term  relationships with  its  major  customers,  which
include  leading  independent printed circuit board  fabricators,
electronic  manufacturing service companies, electronic  contract
manufacturers    and   major   electronic   original    equipment
manufacturers  ("OEMs"). 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 digital printed  circuit
materials  include high speed routers and servers,  storage  area
networks, supercomputers, laptops, satellite switching equipment,
cellular  telephones and transceivers, wireless personal  digital
assistants  ("PDAs") and wireless local area  networks  ("LANs").
The  Company's  radio frequency ("RF") printed circuit  materials
are  used  primarily for military avionics, antennas for cellular
telephone  base  stations,  automotive  adaptive  cruise  control
systems  and  avionic communications equipment. 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  believes  it 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. The Company also believes that in 1962 it 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. 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  increasingly  advanced  electronic  materials  required  for
interconnect  performance and manufacturability,  the  increasing
miniaturization 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 advanced multilayer printed circuit  materials.
It  also  believes  that  it is one of  only  a  few  significant
independent manufacturers 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 established in Europe  in  1969
and Asia in 1986.

     Industry Background

     The electronic materials manufactured by the Company and its
competitors are used primarily to construct and fabricate complex
multilayer  printed circuit boards and other advanced  electronic
interconnection  systems.  Multilayer printed  circuit  materials
consist  of  prepregs  and  copper-clad laminates.  Prepregs  are
chemically   and   electrically   engineered   thermosetting   or
thermoplastic  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 generally is 0.030 inch to  0.002  inch  in
thickness  or  less  in  some cases. While  these  resin  systems
historically have been based on epoxy resin chemistry, in  recent
years,  increasingly demanding OEM requirements have  driven  the
industry to utilize proprietary enhanced epoxies as well as other
higher  performance resins, such as bismalimide triazine  ("BT"),
cyanate  ester,  polyimide, or polytetrafluoroethylene  ("PTFE").
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  0.0030 inch to 0.0002 inch in thickness and  normally
have  a  thickness  of 0.0014 inch or 0.0007  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  photoresist.  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. In  specialized
applications,  an  additional set of microvia  layers  (2  or  4,
typically) may be added through a secondary lamination process to
provide  increased density and functionality to the  design.  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.

     In the years immediately preceding the severe correction and
downturn that occurred in the global electronics industry in  the
Company's  2002 fiscal year first quarter, the global market  for
advanced  electronic products grew as a result  of  technological
change  and  frequent new product introductions. This growth  was
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 the infrastructure equipment necessary to support the
use  of  these devices, and greater use of electronics  in  other
products,  such as automobiles. Further, large, almost completely
untapped  markets  for advanced electronic equipment  emerged  in
such areas as India and China and other areas of the Pacific Rim.
During  its 2002 fiscal year, the Company established a  business
center  in Wuxi, China, in the Shanghai Nanjing corridor, and  in
March  2004, the Company announced that it is establishing a  new
manufacturing   facility   in  the   Zhuhai   Free   Trade   Zone
approximately  50  miles  west of  Hong  Kong  in  the  Guangdong
province  in  southern China. Both the Shanghai Nanjing  corridor
and   Guangdong  province  are  emerging  regions  for   advanced
multilayer printed circuit fabrication in China.

       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.

      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.  In the years immediately  preceding  the
severe  correction  and  downturn that  occurred  in  the  global
electronics  industry  in the Company's 2002  fiscal  year  first
quarter,  the  growth  of the market for  more  advanced  printed
circuit materials outpaced the market growth for standard printed
circuit   materials.  Printed  circuit  board   fabricators   and
electronic  equipment  manufacturers  require  advanced   printed
circuit  materials  that  have  increasingly  higher  temperature
tolerances and more advanced and stable electrical properties  in
order to support high-speed computing in a miniaturized and often
portable environment.

      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 0.002 inch or less)  and  the
circuit line and space geometries in the circuitry plane are very
narrow (0.002 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  dimensional  characteristics  and  purity   are
consistently manufactured to very high tolerance levels in  order
for  the  printed circuit board fabricator to attain and  sustain
acceptable product 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  and  HDIs.  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  electronic  materials  products  have  been
developed  internally and through long-term development  projects
with  its  principal suppliers and, to a lesser  extent,  through
licensing  arrangements.  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-speed, low-loss, digital
broadband  engineered  formulations,  high-temperature   modified
epoxies,  bismaleimide  triazine epoxies  ("BT  epoxy"),  non-MDA
polyimides,   enhanced   polyimides,   high   performance   epoxy
Thermountr  materials ("Thermount" is a registered  trademark  of
E.I.  duPont de Nemours & Co.), SIT (Signal Integrity)  products,
cyanate  esters and polytetrafluoroethylene ("PTFE") formulations
for radio frequency ("RF")/microwave applications.

      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  relationships
with  its  customers is reflected in its short  lead  times.  The
Company  has  developed its manufacturing processes and  customer
service  organizations  to  provide its  customers  with  printed
circuit  materials products on a just-in-time basis. The  Company
believes  that  its  ability  to meet its  customers'  customized
manufacturing and quick-turn-around ("QTA") requirements  is  one
of its unique strengths.

      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  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. During  the  2002  fiscal
year,  the  Company established a business center  in  Wuxi  near
Shanghai  in  central  China,  and in  March  2004,  the  Company
announced that it is establishing a new manufacturing facility in
the  Zhuhai Free Trade Zone approximately 50 miles west  of  Hong
Kong in southern China to support the growing customer demand for
advanced multilayer printed circuitry materials in China.

     Customers and End Markets

       The   Company's  customers  for  its  advanced  electronic
materials  include the leading independent printed circuit  board
fabricators,   electronic   manufacturing   service    companies,
electronic  contract manufacturers and major electronic  original
equipment  manufacturers  ("OEMs") 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.  In  recent
years,  the Company has augmented its traditional sales personnel
with  an  OEM  marketing team and product technology specialists.
The  Company's strategy emphasizes the use of multiple facilities
established in market areas in close proximity to its customers.

      During the Company's 2004 fiscal year, approximately  16.3%
of  the  Company's  total  worldwide sales  from  its  continuing
operations  were  to  Sanmina Corporation, a leading  electronics
contract manufacturer and manufacturer of printed circuit boards,
and  approximately 12.2% of the Company's total  worldwide  sales
from its continuing operations were to Tyco Printed Circuit Group
L.P.,  a  leading manufacturer of printed circuit boards.  During
the  Company's  2003  fiscal  year, approximately  19.1%  of  the
Company's  total  worldwide sales from its continuing  operations
were to Sanmina Corporation, approximately 11.1% of the Company's
total  worldwide  sales from its continuing  operations  were  to
Multilayer Technology, Inc., a manufacturer of multilayer printed
circuit  boards,  and approximately 11.0% of the Company's  total
worldwide  sales  from  its continuing operations  were  to  Tyco
Printed  Circuit Group L.P. During the Company's  2004  and  2003
fiscal  years, sales to no other customer of the Company  equaled
or  exceeded  10%  of  the Company's total worldwide  sales  from
continuing operations.

      During the Company's 1998 fiscal year and for several years
prior  thereto,  more than 10% of the Company's  total  worldwide
sales  were  to  Delco Electronics Corporation, a  subsidiary  of
General  Motors Corp. However, in 1998 Delco closed  its  printed
circuit board fabrication plant, exited the printed circuit board
manufacturing  business,  and ceased  being  a  customer  of  the
Company's.  After  that  time, the  Company  marketed  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  marketed  this
capability  as  its  semi-finished multilayer capacity  had  been
largely  committed to supplying Delco Electronics. In  the  first
quarter of the fiscal year ended March 3, 2002, the Company  sold
the  assets  and  business  of  its subsidiary  in  Arizona  that
conducted  the  mass  lamination business  and  recorded  pre-tax
charges  of  approximately $15.7 million in its 2002 fiscal  year
first quarter ended May 27, 2001 in connection with the sale  and
the  closure of a related support facility to the mass lamination
business also located in Arizona. See Item 3 of this Report for a
discussion of legal proceedings initiated by the Company  against
Delco Electronics Corporation.

      Although the electronic materials business is not dependent
on  any  single customer, the loss of a major customer  or  of  a
group  of customers could have a material adverse effect  on  the
electronic materials business.

      The Company's electronic materials 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.

       The   Company  manufactures  multilayer  printed   circuit
materials  at  six  fully integrated facilities  located  in  the
United States, Europe and Southeast Asia. The Company opened  its
California  facility  in  1965,  its  first  Arizona  and  France
facilities in 1984, its Singapore facility in 1986 and its second
France  facility in 1992. The Company services the North  America
market   principally  through  its  United  States  manufacturing
facilities,   the   European  market  principally   through   its
manufacturing  facilities  in  France,  and  the   Asian   market
principally through its Singapore manufacturing facility.  During
its  2002 fiscal year, the Company established a business  center
in  central China, and in March 2004, the Company announced  that
it  is  establishing a new manufacturing facility in  the  Zhuhai
Free  Trade  Zone  approximately 50 miles west of  Hong  Kong  in
southern   China  to  supply  the  growing  demand  for  advanced
multilayer printed circuitry materials in China. The Company  has
located its manufacturing facilities in its important markets. By
maintaining  technical  and engineering staffs  at  each  of  its
manufacturing  facilities, the Company is able to deliver  fully-
integrated products and services on a timely basis.

      The  Company  expanded the manufacturing  capacity  of  its
electronic materials facilities in recent years. During the  2000
fiscal  year, the Company completed expansions of its  electronic
materials  operations in Singapore and France.  During  the  2002
fiscal year, the Company completed a significant expansion of its
higher  technology product line manufacturing facility in Arizona
and  established the capability to manufacture PTFE materials for
RF/microwave   applications  at  its  Neltec   high   performance
materials  facility in Tempe, Arizona, augmenting  the  Company's
PTFE  manufacturing capability in Lannemezan, France. During  the
2004  fiscal  year, the Company completed the  expansion  of  its
manufacturing  facility in Singapore and  began  the  process  of
installing one of its latest generation high-technology  treaters
in  its  newly   expanded facility in Singapore and  the  Company
began   utilization  of  its  higher  technology   product   line
manufacturing facility in Arizona. In addition, as  state  above,
the Company announced in March 2004 that it is establishing a new
manufacturing facility in the Zhuhai Free Trade Zone in  southern
China, approximately 50 miles west of Hong Kong.

      As a result of the persistent and pervasive depressed state
of the worldwide electronics manufacturing industry following the
severe  downturn that occurred during the Company's  2002  fiscal
year   first   quarter,  the  Company  closed  its   Nelco   U.K.
manufacturing facility in Skelmersdale, England during  its  2003
fiscal  year  third quarter, announced the closure  of  the  mass
lamination  operation  of  its  Dielektra  electronic   materials
manufacturing  business  in Germany and the  realignment  of  its
North  American FR-4 electronic materials operations in New  York
and  California  in  its  2004 fiscal  year  first  quarter,  and
discontinued   its  financial  support  of  its  Dielektra   GmbH
subsidiary  located in Cologne, Germany in its fiscal  year  2004
fourth  quarter  ended February 29, 2004, which resulted  in  the
insolvency  of  Dielektra GmbH. See "Management's Discussion  and
Analysis  of  Financial Condition and Results of  Operations"  in
Item  7  of Part II of this Report and Notes 9, 10 and 11 of  the
Notes  to Consolidated Financial Statements in Item 8 of Part  II
of  this  Report  for  a  discussion of the  significant  pre-tax
charges  recorded  by  the Company in the 2003  and  2004  fiscal
years.

     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  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  significant
presences  in  the three major global markets of  North  America,
Europe and Asia. The Company believes that the multilayer printed
circuit  materials industry has become more global and  that  the
remaining   smaller  regional  manufacturers   are   finding   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 one of only a few significant independent
manufacturers  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.

     Advanced Composite Operations

     FiberCote Industries, Inc., the Company's advanced composite
materials  business,  develops and produces engineered  composite
materials  for  the  aerospace, rocket motor, electronics,  radio
frequency and specialty industrial markets.

     Marketing and Customers

       The  Company's  advanced  composite  materials  customers,
substantially  all  of which are located in  the  United  States,
include manufacturers in the automotive, graphic arts, aerospace,
rocket   motor,   electronics,  RF   and   specialty   industrial
industries.  Such  materials  are  marketed  by  sales  personnel
including   both   salaried  employees  and   independent   sales
representatives who work on a commission basis.

      While  no  single  advanced  composite  materials  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 advanced composite materials
business could have a material adverse effect upon the business.

     Manufacturing and Sources of Supply

      The  Company's  advanced composite materials  manufacturing
facility is located in Waterbury, Connecticut.

      The Company designs and manufactures its advanced composite
materials to its own specifications and to the specifications  of
its  customers.  Product  development  efforts  are  devoted   to
conforming   the   Company's   advanced   composites    to    the
specifications  of, and obtaining approvals from,  the  Company's
customers.  The  materials  used  in  the  manufacture  of  these
engineered  materials  include graphite  and  carbon  fibers  and
fabrics, Kevlarr ("Kevlar" is a registered trademark of  E.I.  du
Pont de Nemours & Co.), quartz, fiberglass, polyester, chemicals,
resins,  films,  plastics, adhesives and certain other  synthetic
materials.  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.

     Competition

      The  Company has many competitors in the advanced composite
materials business, 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 May 2, 2004, the unfilled portion of all  purchase
orders received by the Company and believed by it to be firm  was
approximately $8,111,000, compared to $3,966,000 at May 4,  2003.
The  increase in backlog at May 2, 2004 compared to May  4,  2003
was  due  primarily to the upturn in the Company's business  that
began  during  the second half of its 2004 fiscal year  resulting
from the improvement in the global electronics industry.

      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 29, 2004.

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  29 2004, the Company had approximately  1,200
employees.  Of  these  employees,  1,100  were  engaged  in   the
Company's  electronic materials operations, 50  in  its  advanced
composite  materials  operations and 50  consisted  of  executive
personnel  and  general administrative staff. As a  result  of  a
severe correction and downturn in the global electronics industry
and,   consequently,   in  the  Company's  electronic   materials
business,  the  Company  reduced its total  number  of  employees
during  the  first  two  months of  its  2002  fiscal  year  from
approximately 2,850 total employees to approximately 2,330  total
employees at April 30, 2001, and during the remainder of the 2002
fiscal  year the Company's total number of employees declined  to
approximately  1,700.  The  total  number  of  employees  further
declined  to  approximately 1,400 at the end of the  2003  fiscal
year. 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  environmental  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 eight
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 three 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 comprehensive 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 Part II of this Report and Note 15  of  the
Notes to Consolidated Financial Statements included in Item 8  of
Part II of this Report.

Item 2.   Properties.

      Set  forth  below  are  the locations  of  the  significant
properties owned and leased by the Company, the businesses  which
use  the properties, and the size of each such property.  All  of
such  properties, except for the Lake Success, New York property,
are  used  principally as manufacturing, warehouse  and  assembly
facilities.

<table>
<caption>
                     Owned                        Size
      Location         or           Use         (Square
                     Leased                     Footage)
  <s>                 <c>    <c>                     <c>
  Lake Success, NY   Leased  Administrative       7,000
                             Offices
  Newburgh, NY       Leased  Electronic         171,000
                             Materials
  Fullerton, CA      Leased  Electronic          95,000
                             Materials
  Anaheim, CA        Leased  Electronic          26,000
                             Materials
  Tempe, AZ          Leased  Electronic          87,000
                             Materials
  Mirebeau, France   Owned   Electronic          81,000
                             Materials
  Lannemezan,        Owned   Electronic          29,000
  France                     Materials
  Singapore          Leased  Electronic         128,000
                             Materials
  Kuching,           Leased  Electronic          11,000
  Malaysia                   Materials
  Wuxi, China        Leased  Electronic          12,000
                             Materials
  Waterbury, CT      Leased  Advanced           100,000
                             Composites
</table>

      The Company believes its facilities and equipment to be  in
good condition and reasonably suited and adequate for its current
needs.  During  the 2004 fiscal year, certain  of  the  Company's
electronic  manufacturing facilities were utilized at  less  than
50% of their capacity.

Item 3.   Legal Proceedings.

      In  May  1998,  the Company and its Nelco Technology,  Inc.
("NTI")  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 alleged, among other  things,
that  Delco  breached  its  contract  to  purchase  semi-finished
multilayer  printed  circuit boards  from  NTI  and  that  Delphi
interfered  with NTI's contract with Delco, that  Delco  breached
the  covenant  of  good  faith and fair dealing  implied  in  the
contract,  that Delco engaged in negligent misrepresentation  and
that Delco fraudulently induced NTI to enter into the contract.

        In  November 2000, after a trial in Phoenix,  Arizona,  a
jury  awarded damages to NTI in the amount of $32.3 million,  and
in  December  2000 the judge in the United States District  Court
entered  judgment for NTI on its claim of breach of  the  implied
covenant  of  good  faith and fair dealing with  damages  in  the
amount  of  $32.3 million. Both parties appealed the decision  to
the  United States Court of Appeals for the Ninth Circuit in  San
Francisco, and in May 2003, a panel of three judges in the  Court
of  Appeals  for the Ninth Circuit rendered a unanimous  decision
affirming  the  jury  verdict. In June 2003,  the  United  States
District Court for the District of Arizona entered final judgment
in favor of NTI, and Delco paid NTI on July 1, 2003. NTI received
a  net  amount  of  $33.1 million. See Note 19 of  the  Notes  to
Consolidated Financial Statements in Item 8 of Part  II  of  this
Report.

      Park  announced in March 1998 that it had been informed  by
Delco Electronics 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 the Company's. As a result, the
Company's sales to Delco declined significantly during the three-
month period ended May 31, 1998, were negligible during the three-
month  period ended August 30, 1998 and have been nil since  that
time.  During  the Company's 1999 fiscal year first  quarter  and
during  its 1998 fiscal year and for several years prior thereto,
more  than  10%  of the Company's total worldwide sales  were  to
Delco  Electronics Corporation; and 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.  See  "Business-Electronic Materials Operations-Customers
and  End  Markets"  in  Item  1  of  this  Report,  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" in Item 7 of this Report and "Factors That May Affect
Future Results" after Item 7 of this Report.

     In the first quarter of the fiscal year ended March 3, 2002,
the Company sold the assets and business of NTI and recorded pre-
tax  charges  of approximately $15.7 million in its  2002  fiscal
year  first  quarter in connection with the sale of NTI  and  the
closure  of  a related support facility also located in  Arizona.
See  Notes  10  and  13  of  the Notes to Consolidated  Financial
Statements in Item 8 of Part II 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 and a Director         52

 Stephen E.         Senior Vice President,
 Gilhuley           Secretary and General Counsel    59

 Emily J. Groehl    Senior Vice President, Sales
                    and Marketing                    57

 John Jongebloed    Senior Vice President, Global    47
                    Logistics

 Steven P.          Senior Vice President,           43
 Schaefer           Technology

 Thomas T. Spooner  Senior Vice President,
                    Corporate and Technology         67
                    Development

 Murray O. Stamer   Senior Vice President and
                    Chief Financial Officer          46

 Gary M. Watson     Senior Vice President,
                    Engineering and Technology
                    and Senior Vice President,       56
                    Asian Business Unit

      Mr.  Shore  has served as a Director of the  Company  since
1983.  He 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.  Mr.  Shore  also
served  as  General Counsel of the Company from April 1988  until
April 1994.

      Mr.  Gilhuley has been General Counsel of the Company since
April 1994 and Secretary since July 1996. He was elected a Senior
Vice President in March 2001.

      Ms. Groehl was elected Senior Vice President of Park in May
1999.  Prior to May 1999, she had been with one of Park's "Nelco"
business  units  for more than ten 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.

      Mr. Jongebloed was elected Senior Vice President of Park in
July  2001. Prior to July 2001, he had been employed  by  one  of
Park's  "Nelco" business units for more than nine years.  He  was
Vice  President and General Manager of New England Laminates Co.,
Inc.  from  January 1992 to May 1999, and President  and  General
Manager  of  New  England Laminates Co., Inc. from  May  1999  to
August 2002 and since April 28, 2003.

      Mr.  Schaefer has been employed by Park since  January  15,
2001  when  he became Product Director, High Volume  Products  of
Park. He was promoted to Senior Director of Product Technology in
March  2002  and appointed Vice President of Business Development
in   February  2003.  He  was  elected  Senior  Vice   President,
Technology  on July 17, 2003. Mr. Schaefer was Business  Manager,
Electronic  Chemicals  of OM Group, Inc. from  February  1999  to
January  2001;  and  prior to February  1999,  Mr.  Schaefer  was
employed  by  LeaRonal,  Inc.  in  various  positions,  including
National Sales Manager.

     Mr. Spooner was elected Senior Vice President, Technology of
Park in May 1999. His title was changed to Senior Vice President,
Corporate  and Technology Development in May 2001. Prior  to  May
1999,  he  had  been employed by one of Park's  "Nelco"  business
units for more than 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.  Mr.  Spooner  retired  as   Senior   Vice
President, Corporate and Technology Development on March 21, 2004
and became a part-time employee of the Company providing advisory
services to the Company.

      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. He was elected Senior  Vice
President,  Finance in March 2001 and Senior Vice  President  and
Chief Financial Officer on July 17, 2003.

     Mr. Watson was elected Senior Vice President, Engineering in
June  2000.  His  title  was changed to  Senior  Vice  President,
Engineering  and  Technology  in May  2001  and  to  Senior  Vice
President,  Engineering  in July 2003.  In  addition,  he  became
Senior Vice President, Asian Business Unit in August 2002.  Prior
to  June  2000,  Mr.  Watson was Senior  Director,  Manufacturing
Process  Technology of Fort James Corporation since  March  1999;
Vice   President,  Research  and  Development  of  Boise  Cascade
Corporation  from  1992  to  March 1999;  and  Business  Division
Technology Manager of Weyerhauser Company from 1986 to 1992.

      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 has been the Chairman of the  Board
and  a  Director since the Company was founded in 1954,  and  who
also  served  as  President of the Company for many  years  until
March  4, 1996 and as Chief Executive Officer of the Company  for
forty-two years until November 19, 1996.

     Each executive officer of the Company serves at the pleasure
of the Board of Directors of the Company.



                             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 29, 2004      High       Low     Declared
  First Quarter              $19.67     $14.03      $.06
  Second Quarter              23.35      17.91      $.06
  Third Quarter               25.55      22.35      $.06
  Fourth Quarter              30.18      23.39      $.06


  For the Fiscal Year            Stock Price      Dividends
  Ended March 2, 2003          High       Low     Declared
  First Quarter              $31.45     $26.76      $.06
  Second Quarter              28.15      19.10      $.06
  Third Quarter               21.70      14.00      $.06
  Fourth Quarter              22.14      15.27      $.06

     As of May 7, 2004, there were approximately 1,371 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 29, 2004  and  is
as  of  the  end  of  such periods, it is derived  from  the  con
solidated  financial statements for such periods and as  of  such
dates  audited  by Ernst & Young LLP, independent  auditors.  The
consolidated  financial statements as of February  29,  2004  and
March  2,  2003 and for the three years ended February 29,  2004,
together  with  the independent auditors' report  for  the  three
years  ended February 29, 2004, appear in Item 8 of  Part  II  of
this Report.



<table>
<caption>
                                           Fiscal Year Ended
                              (In thousands, except per share amounts)
                       Feb. 29,    March 2,   March 3,    Feb. 25,    Feb. 27,
                         2004        2003       2002        2001        2000
<s>                   <c>         <c>        <c>         <c>         <c>
STATEMENTS OF EARNINGS
INFORMATION:

Net sales              $194,236   $195,578     $201,681   $469,121     $381,685
Cost of sales           161,536    168,921      185,014    355,400      310,532
Gross profit             32,700     26,657       16,667    113,721       71,153

Selling, general and
administrative expenses  27,962     27,157       33,668     47,683       42,921
Gain on Delco lawsuit
(Note 19)               (33,088)         -            -          -            -
Asset Impairment
charge (Note 11)              -     49,035            -          -            -
Restructuring and
severance Charges
(Note 10)                 8,469      4,794          806          -            -
Gain on sale of DPI
(Note 12)                     -     (3,170)           -          -            -
Gain on sale of UK
real estate                (429)         -            -          -            -
Loss on sale of NTI and
closure of related
support facility (Note 13)    -          -       15,707          -            -
Closure of plumbing
hardware Business             -          -            -          -        4,464

Earnings (loss) from
operations               29,786    (51,159)     (33,514)    66,038       23,768
Interest and other
income, net               2,958      3,260        5,373      2,720          805
Earnings (loss) from
continuing operations
before income taxes      32,744    (47,899)     (28,141)    68,758       24,573
Income tax provision
(benefit) from
continuing operations     2,835     (4,035)     (10,727)    20,963        6,085
Earnings (loss) from
continuing Operations    29,909    (43,864)     (17,414)    47,795       18,488
(Loss) earnings from
discontinued operations,
 net of taxes (Note 9)  (33,761)    (6,895)      (8,105)     1,624         (191)
Net (loss) earnings     $(3,852)  $(50,759)    $(25,519)   $49,419      $18,297

Basic earnings (loss)
per share:
Earnings (loss) from
continuing Operations   $  1.51    $ (2.23)    $  (0.89)   $  3.00      $  1.17
(Loss) earnings from
discontinued operations,
net of tax                (1.71)     (0.35)       (0.42)      0.10        (0.01)
Basic (loss) earnings
per share               $ (0.20)   $ (2.58)    $  (1.31)   $  3.10      $  1.16
Diluted earnings
(loss) per share:
Earnings (loss) from
continuing operations  $   1.50    $ (2.23)    $  (0.89)   $  2.57      $  1.13
(Loss) earnings from
discontinued operatons,
net of tax                (1.69)     (0.35)       (0.42)      0.08        (0.01)

Diluted (loss)
earnings per share      $ (0.19)   $ (2.58)     $ (1.31)   $  2.65       $  1.12
Cash dividends per
common share           $   0.24    $  0.24      $  0.24    $  0.23       $  0.21
Weighted average
number of common
shares outstanding:
 Basic                   19,754     19,674       19,535     15,932        15,761
 Diluted                 19,991     19,674       19,535     20,002        19,643
BALANCE SHEET
INFORMATION:
Working capital        $197,453   $170,274     $167,000   $188,511      $176,113
Total assets            311,070    301,542      360,644    430,581       365,252
Long-term debt                -          -            -     97,672       100,000
Stockholders' equity    243,896    245,701      292,546    228,906       179,118
<fn>
See Notes to Consolidated Financial Statements in Item 8 of Part II of this Report.
</table>


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

General:

      Park  is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed
circuit  boards  and other electronic interconnect  systems.  The
Company's  customers include leading independent printed  circuit
board  fabricators,  electronic manufacturing service  companies,
electronic  contract manufacturers and major electronic  original
equipment  manufacturers  in  the  computer,  telecommunications,
transportation, aerospace and instrumentation industries.

      The  severe  correction and downturn that occurred  in  the
global electronics industry early in the fiscal year ended  March
3,  2002  and that dramatically affected the Company's  financial
performance  during that fiscal year and during the  fiscal  year
ended  March  2,  2003, with declines in sales by  the  Company's
North American, European and Asian operations, abated during  the
second  half of the fiscal year ended February 29, 2004. And,  in
the second half of the 2004 fiscal year, the electronic materials
market   in  Asia  and  the  markets  for  the  Company's  higher
technology  products  strengthened. Nevertheless,  the  Company's
sales  declined  during  the 2004 fiscal year,  although  not  as
steeply  as  in  the prior fiscal year, with decreased  sales  of
electronic materials in North America and Europe.

      While  the  Company's FR-4 operations in North America  and
Europe continued to be weak during the 2004 fiscal year as almost
all markets for sophisticated printed circuit materials continued
to experience depressed conditions, the Company's gross profit in
the  2004  fiscal year was significantly greater than  its  gross
profit  in  the  2003 fiscal year as a result  of  the  Company's
reductions  of  its costs and expenses and higher percentages  of
sales of higher technology, higher margin products.

      Although the Company's sales increased slightly in the six-
month  period ended February 29, 2004 compared with  last  fiscal
year's comparable period principally as a result of increases  in
sales of the Company's advanced technology products, sales by the
Company's operations in Asia and sales by the Company's FiberCote
advanced  composite materials business, the Company's  sales  for
the  2004  fiscal  year were lower than its sales  for  the  2003
fiscal  year  as a result of declines in sales by  the  Company's
North American and European FR-4 operations.

      The  electronics industry began to improve slightly at  the
end  of  the  2004  fiscal year second quarter and  continued  to
improve  in  the third and fourth quarters, and there exist  some
indications  that the improvement will continue. However,  it  is
not  completely clear whether and to what degree the  improvement
is  sustainable.  The  Company's  advanced  electronic  materials
business,  its  Asian  business unit and its  FiberCote  advanced
composite materials business performed reasonably well during the
six-month and twelve-month periods ended February 29, 2004, while
the  Company's  higher-volume FR-4 business units in  Europe  and
North America performed poorly.

      During  the 2004 fiscal year, the Company opened a facility
at  its advanced products business unit in Arizona that had  been
completed  in  its 2002 fiscal year and that is  now  being  well
utilized, completed the construction of its facility expansion in
Singapore  and  proceeded  with  its  final  planning   for   the
installation of a new manufacturing facility in China.

      During  the first half of the 2004 fiscal year, the Company
realigned its North American FR-4 business operations located  in
New York and California. As part of the realignment, the New York
operation was scaled down to a smaller focused operation and  the
California  operation was scaled up to a larger volume operation,
and  there were significant workforce reductions at the Company's
New  York  facility and significant workforce  increases  at  the
Company's  California facility, with the end result being  a  net
reduction  in the Company's workforce in North America.  A  large
portion of the New York facility was mothballed. The Company  has
the  flexibility in the future to scale back up the Newburgh, New
York  facility if the opportunity to do so presents  itself.  The
realignment  was  designed to help the Company  achieve  improved
operating  and  cost  efficiencies in  its  North  American  FR-4
business  and to help the Company best service all of  its  North
American customers.

      As  a  result  of the Company's realignment  of  its  North
American   FR-4   business  operations  and   related   workforce
reductions,  the Company recorded pre-tax charges  totaling  $2.0
million in the Company's 2004 fiscal year first quarter, and  the
Company  recorded additional pre-tax charges of $6.5  million  in
the  2004 fiscal year second quarter due to such realignment. The
Company also recorded a pre-tax gain of $0.4 million in the  2004
fiscal  year third quarter resulting from the sale of real estate
previously  used  by  its  Nelco  UK  subsidiary,  which   ceased
operations  after  its  closure in the  2003  fiscal  year  third
quarter.  See  Note  10  of the Notes to  Consolidated  Financial
Statements  in  Item 8 of Part II of this Report  for  additional
information regarding the realignment and closure.

     In  February  2004, the Company discontinued  its  financial
support  of Dielektra GmbH, the Company's wholly owned subsidiary
located   in  Cologne,  Germany  ("Dielektra"),  which   supplied
electronic materials to European circuit board manufacturers. The
Company discontinued its support of Dielektra because the  market
in  Europe had eroded to the point where the Company believed  it
would not be possible, at any time in the foreseeable future, for
the  Dielektra  business  to be viable.  Dielektra  had  required
substantial    financial   support   from   the   Company.    The
discontinuation  of the Company's financial support  resulted  in
the  filing  of an insolvency petition by Dielektra. The  Company
believes that the insolvency procedure in Germany will result  in
the  eventual  reorganization, sale or liquidation of  Dielektra.
The  Company intends to continue to service the higher technology
European digital and RF circuit board markets through its  Nelco,
SAS  business  located in Mirebeau, France, and  its  Neltec,  SA
business located in Lannemezan, France.

     In accordance with generally accepted accounting principles,
the  Company  is treating Dielektra as a discontinued  operation.
Accordingly,  the  Company  reclassified  Dielektra's   operating
losses  and  charges  and recorded a net loss  from  discontinued
operations of $33.8 million in the 2004 fiscal year, comprised of
$5.6  million  of  operating losses incurred by  Dielektra,  $6.2
million  related  to the closure of Dielektra's  mass  lamination
operation  and  related workforce reductions in the  2004  fiscal
year  first quarter and $22.0 million for the write-off of assets
of  Dielektra and other costs, the Company recorded  a  net  loss
from  discontinued  operations in the 2003 fiscal  year  of  $6.9
million,  comprised of $5.7 million of operating losses  incurred
by   Dielektra  and  $1.2  million  for  after-tax  fixed   asset
impairment  charges, and the Company recorded  a  net  loss  from
discontinued operations in the 2002 fiscal year of $8.1  million,
comprised  of  $5.2  million  of  operating  losses  incurred  by
Dielektra  and  $2.9  million related to the realignment  of  the
operations  of Dielektra. Furthermore, the Company's  sales  from
its  continuing operations did not include sales by Dielektra  of
$14.4  million  for the 2004 fiscal year, $21.2 million  for  the
2003 fiscal year and $28.4 million for the 2002 fiscal year.  See
Note  9 of the Notes to Consolidated Financial Statements in Item
8  of Part II of this Report for additional information regarding
the discontinued operations.

      During  the 2003 fiscal year, the Company recorded  pre-tax
charges  totaling  $53.8 million related to  the  write-downs  of
fixed  assets  at  its  continuing operations  in  North  America
resulting  from  the  realignment  of  its  North  American  FR-4
business   operations  in  New  York  and  California,  workforce
reductions at a North American business unit, and the closure  of
its  Nelco  U.K. manufacturing facility. These charges were  only
slightly  offset by the pre-tax gain of $3.2 million realized  by
the  Company  during  the  2003 fiscal  year  second  quarter  in
connection with the sale of its Dielectric Polymers, Inc. ("DPI")
subsidiary for $5.0 million cash. See Notes 10, 11 and 12 of  the
Notes  to Consolidated Financial Statements in Item 8 of Part  II
of  this  Report for additional information regarding  the  asset
write-downs,  workforce reductions and closure and  the  sale  of
DPI.

     The Company recorded a pre-tax charge of $4.7 million in its
2003  fiscal year third quarter for the cost of closing its Nelco
U.K.  manufacturing facility located in Skelmersdale, England  in
response  to  the  almost  complete collapse  of  the  U.K.  high
technology circuit board industry. For many years, Nelco U.K. was
one  of  the  most  vital  parts of  the  Company's  global  high
technology  circuit  materials  business,  but  the   U.K.   high
technology  circuit board industry had been devastated,  and  the
closure of the Nelco U.K. facility was unavoidable, as there  was
not  enough  business  available in the  entire  U.K.  market  to
justify the Company's having an operation in the U.K. The Company
is supplying its few remaining customers in the U.K. with product
produced  at its Nelco facility located in Mirebeau,  France  and
will  continue to provide these U.K. customers with local account
management,   technical  service  and  materials  and   inventory
support.  In addition, the Company recorded a pre-tax  charge  of
$0.1  million  during  the 2003 fiscal  year  third  quarter  for
severance  payments for workforce reductions at a North  American
business unit. See Note 10 of the Notes to Consolidated Financial
Statements  in  Item 8 of Part II of this Report  for  additional
information regarding the closure and severance payments.

      During  the  fourth quarter of the 2003  fiscal  year,  the
Company  reassessed  the recoverability of the  fixed  assets  of
those  operations based on cash flow projections  and  determined
that  such  fixed assets were impaired, and the Company  recorded
pre-tax impairment charges of $49.0 million in the Company's 2003
fiscal  year  fourth quarter to reduce the book  values  of  such
fixed  assets to their estimated fair values. See Note 11 of  the
Notes  to Consolidated Financial Statements in Item 8 of Part  II
of  this  Report for additional information regarding  the  asset
impairment charges.

      During the Company's 1998 fiscal year and for several years
prior  thereto,  more than 10% of the Company's  total  worldwide
sales  were  to  Delco Electronics Corporation, a  subsidiary  of
General  Motors Corp. ("Delco"), and the Company's  wholly  owned
subsidiary,  Nelco  Technology, Inc. ("NTI")  located  in  Tempe,
Arizona,  had  been Delco's principal supplier  of  semi-finished
multilayer  printed circuit board materials,  commonly  known  as
mass  lamination,  which were used by Delco to  produce  finished
multilayer  printed circuit boards. 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. As a result, the Company's
sales  to Delco declined during the three-month period ended  May
31, 1998, were negligible during the remainder of the 1999 fiscal
year and have been nil since that time.

      In  May 1998, the Company and NTI filed a complaint against
Delco  and  the Delphi Automotive Systems unit of General  Motors
Corp.  in  the United States District Court for the  District  of
Arizona.  The complaint alleged, among other things,  that  Delco
breached   its  contract  to  purchase  semi-finished  multilayer
printed  circuit boards from NTI and that Delphi interfered  with
NTI's  contract with Delco, that Delco breached the  covenant  of
good  faith and fair dealing implied in the contract, that  Delco
engaged   in   negligent   misrepresentation   and   that   Delco
fraudulently induced NTI to enter into the contract. In  November
2000,  a  jury  awarded damages to NTI in  the  amount  of  $32.3
million,  and  in  December 2000 the judge in the  United  States
District  Court for the District of Arizona entered judgment  for
NTI  on its claim of breach of the implied covenant of good faith
and  fair  dealing with damages in the amount of  $32.3  million.
Both parties appealed the decision to the United States Court  of
Appeals for the Ninth Circuit in San Francisco; and in May  2003,
a  panel  of three judges in the Court of Appeals for  the  Ninth
Circuit rendered a unanimous decision affirming the jury verdict.
In  June  2003, the United States District Court for the District
of  Arizona entered final judgment in favor of NTI; and, on  July
1, 2003, NTI received a net amount of $33.1 million in payment of
such judgment. The Company recorded a non-recurring, pre-tax gain
of  $33.1 million in the 2004 fiscal year second quarter  related
to such payment. See Notes 13 and 19 of the Notes to Consolidated
Financial  Statements in Item 8 of Part II  of  this  Report  for
additional information regarding the sale of NTI and the gain  on
the lawsuit against Delco and Item 3 of Part I of this Report for
additional information regarding the lawsuit against Delco.

     The Company is not engaged in any related party transactions
involving relationships or transactions with persons or  entities
that derive benefits from their non-independent relationship with
the   Company  or  the  Company's  related  parties,  or  in  any
transactions  with parties with whom the Company or  its  related
parties have a relationship that enables the parties to negotiate
terms of material transactions that may or would not be available
from  other,  more clearly independent parties on an arm's-length
basis, or in any trading activities involving non-exchange traded
commodity or other contracts that are accounted for at fair value
or  otherwise  or  in  any  energy  trading  or  risk  management
activities, other than certain limited foreign currency contracts
intended  to hedge the Company's contractual commitments  to  pay
certain  obligations  or to realize certain receipts  in  foreign
currencies and certain limited energy purchase contracts intended
to protect the Company from increased utilities costs.

      The  Company  believes that an evaluation  of  its  ongoing
operations would be difficult if the disclosure of its  financial
results  were limited to generally accepted accounting principles
("GAAP")   financial  measures.  Accordingly,  in   addition   to
disclosing  its  financial results determined in accordance  with
GAAP,  the  Company  discloses non-GAAP  operating  results  that
exclude  certain  items in order to assist its  shareholders  and
other  readers in assessing the Company's operating  performance.
Such  non-GAAP financial measures are provided to supplement  the
results provided in accordance with GAAP.

Fiscal Year 2004 Compared with Fiscal Year 2003:

      The  Company's FR-4 operations in North America and  Europe
continued  to  be weak during the fiscal year ended February  29,
2004  as  the  North American, European and, to a lesser  extent,
Asian   markets  for  sophisticated  printed  circuit   materials
continued to experience depressed conditions.

      Nevertheless, the Company's continuing operations generated
a profit during the 2004 fiscal year as a result of a significant
improvement in its gross profit.

      The  Company's  gross profit in the 2004  fiscal  year  was
substantially  higher than the gross profit in the  prior  fiscal
year  and improved significantly in the six months ended February
29, 2004 as a result of the Company's reductions of its costs and
expenses  and higher percentages of sales by the Company  of  its
higher  margin, advanced technology products. These  improvements
in  gross profits occurred despite slightly lower levels of sales
of electronic materials in the 2004 fiscal year and only slightly
increased  sales  in  the  third and fourth  quarters,  operating
inefficiencies  resulting from operating  certain  facilities  at
levels far below their designed manufacturing capacities and from
the  Company's  realignment of its North American  FR-4  business
operations, and competitive pressures.

       The   Company's  financial  results  of  operations   were
substantially enhanced by the pre-tax gain of $33.1 million  that
the  Company  recorded  in the 2004 fiscal  year  second  quarter
related  to the payment by Delco Electronics Corporation  of  the
judgment  against  Delco  in favor of the  Company's  subsidiary,
Nelco Technology, Inc., in its lawsuit against Delco, which  more
than  offset the pre-tax charges of $8.5 million that the Company
recorded  in  the  2004  fiscal year  related  to  the  Company's
realignment of its North American FR-4 business operations in the
first and second quarters.

      In the 2004 fiscal year, the Company classified Dielektra's
operating losses and charges and accordingly recorded a net  loss
from discontinued operations of $33.8 million as a result of  the
Company's  discontinuation of its financial support of  Dielektra
in  February 2004, the ensuing insolvency of Dielektra,  and  the
Company's treatment of Dielektra as a discontinued operation. The
net  loss  from  discontinued operations was  comprised  of  $5.6
million  of operating losses incurred by Dielektra, $6.2  million
related  to the closure of Dielektra's mass lamination  operation
and  related workforce reductions in the 2004 fiscal  year  first
quarter  and  $22.0  million  for  the  write-off  of  assets  of
Dielektra  and other costs. In the 2003 fiscal year, the  Company
recorded a net loss from discontinued operations of $6.9 million,
comprised  of  $5.7  million  of  operating  losses  incurred  by
Dielektra  and $1.2 million for after-tax fixed asset  impairment
charges.  In  addition, the Company's sales from  its  continuing
operations excluded sales by Dielektra of $14.4 million  for  the
portion  of  the  2004 fiscal year during which the  Company  was
supporting Dielektra and $21.2 million for the 2003 fiscal year.

      Operating  results  of  the  Company's  advanced  composite
materials  business also improved significantly during  the  2004
fiscal  year primarily as a result of increased sales and  higher
percentages of sales of higher margin products.

     Results of Operations

        Net  sales from continuing operations for the fiscal year
ended  February 29, 2004 declined less than 1% to $194.2  million
from $195.6 million for the fiscal year ended March 2, 2003.  The
decrease  in net sales from continuing operations was principally
the  result  of  lower unit volumes of materials shipped  by  the
Company's  FR-4  operations in North America and  Europe,  almost
entirely  offset by higher unit volumes of materials  shipped  by
the Company's operations in Asia.

      The  Company's  sales from continuing  operations  did  not
include  sales by Dielektra of $14.4 million for the 2004  fiscal
year and $21.2 million for the 2003 fiscal year.

     The Company's foreign operations accounted for $88.2 million
of  sales,  or  45% of the Company's total sales  worldwide  from
continuing operations, during the 2004 fiscal year, compared with
$77.7  million  of  sales, or 40% of total sales  worldwide  from
continuing  operations, during the 2003 fiscal year  and  34%  of
total  sales worldwide from continuing operating during the  2002
fiscal year. Sales by the Company's foreign operations during the
2004  fiscal  year  increased from the 2003 fiscal  year  due  to
increases  in  sales  in  Asia and  France  while  sales  by  the
Company's  operations in England were nil during the 2004  fiscal
year.

      The  overall gross profit as a percentage of net sales  for
the  Company's worldwide continuing operations improved to  16.8%
during  the 2004 fiscal year compared with 13.6% during the  2003
fiscal  year.  The  improvement in the gross  profit  margin  was
attributable  to  higher percentages of sales of  higher  margin,
advanced  technology  products,  as  high  performance  materials
accounted  for 89% of worldwide sales from continuing  operations
for  the 2004 fiscal year compared with 84% for the prior  fiscal
year,  and reductions in the Company's costs from the 2003 fiscal
year, which were only partially offset by lower sales volumes and
inefficiencies caused by operating certain facilities  at  levels
below their designed manufacturing capacities.

     The  Company's  cost of sales decreased in the  2004  fiscal
year   compared  to  the  prior  fiscal  year  due  to  personnel
reductions   and  cost  savings  resulting  from  the   Company's
realignment  of  its  North American FR-4  business,  other  cost
reduction   measures   implemented  by  the  Company,   including
workforce  reductions and the reduction of  overtime,  and  lower
production  volumes during the first and second quarters  of  the
2004 fiscal year. In addition, the Company continued to implement
an  annual  salary  freeze for significant  numbers  of  salaried
employees,  especially senior management employees, and  paid  no
performance  bonuses or significantly reduced bonuses  and  other
incentives.

      Selling,  general  and  administrative  expenses  increased
slightly  during  the  2004 fiscal year compared  with  the  2003
fiscal  year,  and these expenses, measured as  a  percentage  of
sales, were 14.4% during the 2004 fiscal year compared with 13.9%
during  the  2003  fiscal year. The slight increase  in  selling,
general and administrative expenses in the 2004 fiscal year was a
result  of  increased shipping costs incurred by the  Company  to
meet  its  customers'  customized manufacturing  and  quick-turn-
around requirements.

      The Company recorded a pre-tax gain of $0.4 million in  the
2004  fiscal year third quarter resulting from the sale  of  real
estate  in Skelmersdale, England previously used by its Nelco  UK
subsidiary, which ceased operations after its closure in the 2003
fiscal  year  third quarter, and a pre-tax gain of $33.1  million
during the 2004 fiscal year second quarter related to the payment
by Delco Electronics Corporation of the judgment against Delco in
favor of the Company's subsidiary, Nelco Technology, Inc., in its
lawsuit  against Delco. The Company also recorded pre-tax charges
totaling  $8.5 million in the 2004 fiscal year first  and  second
quarters in connection with the realignment of its North American
FR-4  business  operations and related workforce reductions.  The
net pre-tax gain for all these items for the 2004 fiscal year was
$25.0 million, and the net after-tax gain for the fiscal year was
$22.9 million.

     In the 2003 fiscal year fourth quarter, the Company recorded
pre-tax, fixed asset impairment charges of $49.0 million  related
to  the  write-downs of fixed assets at continuing operations  in
North  America,  which the Company announced in its  2004  fiscal
year  first  quarter. The after-tax impact of these  fixed  asset
impairments was $44.6 million. In addition, the Company  recorded
pre-tax  charges  totaling $4.8 million in the 2003  fiscal  year
third   quarter  related  to  the  closure  of  its  Nelco   U.K.
manufacturing  facility and severance costs at a  North  American
business  unit  and a pre-tax gain of $3.2 million  in  the  2003
fiscal year second quarter in connection with the sale of DPI  on
June  27,  2002 for $5.0 million in cash. The net pre-tax  charge
for  all  these items for the 2003 fiscal year was $50.7 million,
and  the  net  after-tax  charge for the fiscal  year  was  $47.5
million.

      For  the  reasons set forth above, earnings from continuing
operations were $29.8 million for the 2004 fiscal year, including
the pre-tax gains described above resulting from the sale of real
estate   in   England  and  the  payment  by  Delco   Electronics
Corporation of the judgment against it in favor of the  Company's
subsidiary,  Nelco Technology, Inc., in Nelco's  lawsuit  against
Delco  and  the  pre-tax charges described above related  to  the
realignment  of  the  Company's  North  American  FR-4   business
operations and related workforce reductions. This compares with a
loss  from  continuing operations of $51.2 million for  the  2003
fiscal  year,  including  the  pre-tax  charges  described  above
related   to  the  write-downs  of  fixed  assets  at  continuing
operations  in  North  America, the closure  of  the  Nelco  U.K.
manufacturing  facility and severance costs at a  North  American
business unit and the pre-tax gain described above related to the
sale  of DPI. Excluding the pre-tax gains and the pre-tax charges
described  above,  the  Company reported income  from  continuing
operations  of  $4.7 million for the 2004 fiscal  year,  compared
with a loss of $0.5 million for the 2003 fiscal year.

        Interest  and  other income, net, principally  investment
income, declined 9% to $3.0 million for the 2004 fiscal year from
$3.3 million for the 2003 fiscal year. The decrease in investment
income was attributable to lower prevailing interest rates during
the  2004  fiscal year. The Company's investments were  primarily
short-term taxable instruments. The Company incurred no  interest
expense  during  the  2004,  2003  or  2002  fiscal  years.   See
"Liquidity and Capital Resources" elsewhere in this Item 7.

      The  Company's effective income tax rate was 8.7%  for  the
2004  fiscal year compared to an income tax benefit of  8.4%  for
the 2003 fiscal year. The Company's effective income tax rate for
continuing operations, excluding the pre-tax gains and  the  pre-
tax  charges described above, for the 2004 fiscal year  was  8.6%
compared  with an income tax benefit of 30% for the  2003  fiscal
year.

      The  Company's net earnings from continuing operations  for
the  2004  fiscal  year were $29.9 million, including  the  gains
described above resulting from the sale of real estate in England
and  the payment by Delco Electronics Corporation of the judgment
in favor of the Company's subsidiary, Nelco Technology, Inc., and
the  charges  described above related to the realignment  of  the
Company's  North  American FR-4 business operations  and  related
workforce  reductions. This compares with a  net  loss  of  $43.9
million for the 2003 fiscal year, including the charges of  $47.5
million  described  above  related to the  write-downs  of  fixed
assets at continuing operations in North America, the closure  of
the  Nelco U.K. manufacturing facility and severance costs  at  a
North American business unit and the gain described above related
to the sale of DPI. Excluding the gains and the charges described
above,   the   Company  reported  net  earnings  from  continuing
operations  of  $7.0 million for the 2004 fiscal  year,  compared
with net earnings from continuing operations of $3.6 million  for
the 2003 fiscal year.

      For the reasons set forth above, the Company reported a net
loss  of  $3.9  million for the 2004 fiscal year,  including  the
gains  and  charges  described above, and a  net  loss  of  $50.8
million  for the 2003 fiscal year, including the gain and charges
described above.

      Basic  and  diluted  earnings  per  share  from  continuing
operations, including the gains and charges described above, were
$1.51 and $1.50 per share, respectively, for the 2004 fiscal year
compared  to  basic  and  diluted  losses  per  share  of  $2.23,
including  the  gain and charges described above,  for  the  2003
fiscal  year.  Excluding such gains and charges,  the  basic  and
diluted  earnings  per share were $0.36 and $0.35,  respectively,
for  the  2004 fiscal year compared to basic and diluted earnings
per share of $0.18 for the 2003 fiscal year.

     The basic loss per share and the diluted loss per share were
$0.20   and  $0.19,  respectively,  for  the  2004  fiscal  year,
including  losses from the discontinued Dielektra  operations  of
$1.71  and  $1.69 per share, respectively, and the pre-tax  gains
and  charges described above. This compares to basic and  diluted
losses per share of $2.58 for the 2003 fiscal year, including the
basic and diluted loss from the discontinued Dielektra operations
of  $0.35  per share and the pre-tax gains and charges  described
above.

Fiscal Year 2003 Compared with Fiscal Year 2002:

      The  Company's continuing operations continued to  be  weak
during the fiscal year ended March 2, 2003 as the North American,
European and, to a lesser extent, Asian markets for sophisticated
printed   circuit  materials  continued  to  experience  severely
depressed conditions during the 2003 fiscal year.

      Nevertheless, the Company's gross profit in the fiscal year
ended  March 2, 2003 was significantly more than the gross profit
in  the  fiscal  year  ended March 3, 2002 as  a  result  of  the
company's  reductions  of  its  costs  and  expenses  and  higher
percentages   of  sales  of  higher  technology,  higher   margin
products.

     In   addition   to  its  depressed  financial   results   of
operations, the Company recorded pre-tax, fixed asset  impairment
charges  of $49.0 million in the 2003 fiscal year fourth  quarter
related  to  the  writedowns of fixed assets  at  its  continuing
operations  in  North America. The Company also recorded  pre-tax
charges of $4.8 million in the 2003 fiscal year third quarter  in
connection  with  the  closure of its  Nelco  U.K.  manufacturing
facility in Skelmersdale, England and severance costs at a  North
American  business  unit  and realized a  pre-tax  gain  of  $3.2
million in the 2003 fiscal year second quarter in connection with
the sale of its DPI subsidiary.

     In  the  2002  fiscal  year,  the Company  recorded  pre-tax
charges totaling $16.5 million related to the sale of the  assets
and  business of NTI, the Company's wholly owned subsidiary  that
manufactured semi-finished printed circuit boards, commonly known
as  mass  lamination, in Tempe, Arizona, the closure of a related
support  facility in Arizona and severance payments for workforce
reductions at the Company's continuing operations.

     As   a  result  of  the  Company's  discontinuation  of  its
financial  support  of Dielektra in February  2004,  the  ensuing
insolvency of Dielektra and the Company's treatment of  Dielektra
as a discontinued operation, the Company reclassified Dielektra's
operating losses and charges and accordingly recorded a net  loss
from  discontinued operations of $6.9 million in the 2003  fiscal
year,  comprised of $5.7 million of operating losses incurred  by
Dielektra  and $1.2 million for after-tax fixed asset  impairment
charges,  and  the Company recorded a net loss from  discontinued
operations in the 2002 fiscal year of $8.1 million, comprised  of
$5.2  million of operating losses incurred by Dielektra and  $2.9
million   related  to  the  realignment  of  the  operations   of
Dielektra.  In addition, the Company's sales from its  continuing
operations do not include sales by Dielektra of $21.2 million for
the 2003 fiscal year and $28.4 million for the 2002 fiscal year.

     The  continuing low levels of sales of electronic  materials
were  largely responsible for the Company's results of continuing
operations  for  the fiscal year ended March 2, 2003.  The  North
American  and European markets for sophisticated printed circuits
continued  to be severely depressed during the 2003 fiscal  year,
and  the  Company's  electronic materials operations  located  in
those regions suffered as a result, although the Company believes
it  gained  market share with certain of its electronic materials
customers.

      The  Company's results of continuing operations  and  gross
profit  improved  in the 2003 fiscal year compared  to  the  2002
fiscal  year  principally as a result of the electronic  material
business'  reductions in costs and expenses despite the  decrease
in   sales   and  the  concomitant  operation  of  the  Company's
facilities  at  levels  far  below their  designed  manufacturing
capacities.

      Operating  results  of  the  Company's  advanced  composite
materials  business  also improved during the  2003  fiscal  year
primarily  as a result of higher percentages of sales  of  higher
margin products.

     Results of Operations

        Net  sales from continuing operations for the fiscal year
ended  March  2, 2003 declined 3% to $195.6 million  from  $201.7
million for the fiscal year ended March 3, 2002. The decrease  in
net  sales  was principally the result of lower unit  volumes  of
materials  shipped by the Company's operations in North  America,
partially  offset by higher unit volumes of materials shipped  by
the  Company's  operations in Asia and  Europe.  The  comparative
decrease  in net sales was also influenced by the fact  that  the
Company's  net  sales  in the fiscal year  ended  March  3,  2002
benefited from significantly higher sales in March 2001  than  in
any  subsequent month, as the downturn in the global  electronics
industry  and in the Company's sales occurred in the 2002  fiscal
year first quarter.

      The  Company's  sales  from continuing  operations  do  not
include  sales by Dielektra of $21.2 million for the 2003  fiscal
year and $28.4 million for the 2002 fiscal year.

     The Company's foreign operations accounted for $77.7 million
of  sales,  or  40% of the Company's total sales  worldwide  from
continuing operations, during the 2003 fiscal year, compared with
$69.2  million  of  sales, or 34% of total sales  worldwide  from
continuing  operations, during the 2002 fiscal year  and  33%  of
total sales worldwide from continuing operations during the  2001
fiscal year. Sales by the Company's foreign operations during the
2003 fiscal year increased slightly from the 2002 fiscal year due
to  increases  in  sales  in Asia while sales  by  the  Company's
operations  in  England  declined during  the  2003  fiscal  year
compared with the prior fiscal year.

      The  overall gross profit as a percentage of net sales  for
the  Company's worldwide continuing operations improved to  13.6%
during  the 2003 fiscal year compared with 8.3% during  the  2002
fiscal year. The improvement in the gross margin was attributable
to  the significant declines in costs and expenses from the  2002
fiscal  year,  production  efficiencies resulting  from  enhanced
manufacturing  automation, and increases  in  market  share  with
certain  key  electronic  materials customers,  which  were  only
partially offset by lower sales volumes and inefficiencies caused
by  operating  certain facilities at levels below their  designed
manufacturing  capacities.  Gross  profit  was  also   positively
impacted  by  higher  percentages of sales of higher  technology,
higher  margin products, as high performance materials  accounted
for  84%  of worldwide sales from continuing operations  for  the
2003 fiscal year compared with 78% for the prior fiscal year. The
Company's  cost of sales decreased significantly as a  result  of
lower  production volumes and cost reduction measures implemented
by  the  Company, including significant workforce reductions  and
the reduction of overtime, and the Company continued to implement
an  annual  salary  freeze for significant  numbers  of  salaried
employees,  especially senior management employees, and  paid  no
performance  bonuses or significantly reduced bonuses  and  other
incentives.

      Selling,  general and administrative expenses  declined  by
$6.5  million,  or by 19%, during the 2003 fiscal  year  compared
with  the  2002  fiscal year, and these expenses, measured  as  a
percentage  of  sales,  were 13.9% during the  2003  fiscal  year
compared with 16.7% during the 2002 fiscal year. The decrease  in
selling,  general and administrative expenses as a percentage  of
sales  in  the 2003 fiscal year was due to the sale of  DPI,  the
closure   of   the  Company's  U.K.  manufacturing  facility   in
Skelmersdale, England and expense reduction measures  implemented
by the Company during the 2003 fiscal year.

     In the 2003 fiscal year fourth quarter, the Company recorded
pre-tax, fixed asset impairment charges of $49.0 million  related
to  the  writedowns of fixed assets at continuing  operations  in
North   America.  The  after-tax  impact  of  these  fixed  asset
impairments was $44.6 million. In addition, the Company  recorded
pre-tax  charges  totaling $4.8 million in the 2003  fiscal  year
third   quarter  related  to  the  closure  of  its  Nelco   U.K.
manufacturing  facility and severance costs at a  North  American
business  unit  and a pre-tax gain of $3.2 million  in  the  2003
fiscal year second quarter in connection with the sale of DPI  on
June  27,  2002 for $5.0 million in cash. The net pre-tax  charge
for  all  these items for the 2003 fiscal year was $50.7 million,
and  the  net  after-tax  charge for the fiscal  year  was  $47.5
million.

      For  the  reasons set forth above, the loss from continuing
operations was $51.2 million for the 2003 fiscal year,  including
the pre-tax charges described above related to the writedowns  of
fixed  assets  at  continuing operations in  North  America,  the
closure  of  the Nelco U.K. manufacturing facility and  severance
costs  at  a  North American business unit and the  pre-tax  gain
described above related to the sale of DPI, compared with a  loss
from  continuing operations of $33.5 million for the 2002  fiscal
year, including the pre-tax charges described above related to  a
workforce reduction a business unit, the sale of NTI, the closure
of  a  related support facility and severance for the lay-off  of
employees  at the Company's continuing operations. The loss  from
continuing operations for the 2003 fiscal year, before  the  pre-
tax items described above, was $0.5 million, compared with a loss
from  continuing operations of $17.0 million before  the  pre-tax
charges described above for the 2002 fiscal year.

      Interest  and  other  income, net,  principally  investment
income,  declined  39% to $3.3 million for the 2003  fiscal  year
from  $5.4  million  for the 2002 fiscal year.  The  decrease  in
investment  income was attributable to lower prevailing  interest
rates during the 2003 fiscal year. The Company's investments were
primarily short-term taxable instruments. The Company incurred no
interest  expense  during  the 2003 or  2002  fiscal  years.  See
"Liquidity and Capital Resources" elsewhere in this Item 7.

      The  Company's effective income tax rate was a  benefit  of
8.4% for the 2003 fiscal year compared to a benefit of 38.1%  for
the  2002  fiscal year. This decrease in the effective  tax  rate
benefit  was  the  result of a valuation  allowance  on  the  tax
benefit  from losses sustained in the 2003 fiscal year that  will
be  carried  forward  to  future  years  for  tax  purposes.  The
valuation allowance eliminated the current recognition of the tax
benefit from the tax loss carryforward due to the uncertainty  of
the use of such benefit.

      The  loss  from continuing operations for the  2003  fiscal
year,  including the after-tax charges of $47.5 million described
above  related  to the write-downs of fixed assets at  continuing
operations  in  North  America, the closure  of  the  Nelco  U.K.
manufacturing  facility and severance costs at a  North  American
business  unit,  was  $43.9 million,  compared  to  a  loss  from
continuing operations of $17.4 million for the 2002 fiscal  year,
including  the  pre-tax  charges described  above  related  to  a
workforce  reduction at a business unit, the  sale  of  NTI,  the
closure of a related support facility and severance for the  lay-
off of employees at the Company's continuing operations.

      Basic and diluted losses per share for the 2003 fiscal year
were  $2.58,  including  losses from the  discontinued  Dielektra
operations  of  $0.35 and the pre-tax charges and gain  described
above,  compared  to losses per share of $1.31, including  losses
from  the discontinued Dielektra operations of $0.42 and the pre-
tax  charges described above, for the 2002 fiscal year. Basic and
diluted losses per share from continuing operations for the  2003
fiscal  year,  including the pre-tax charges and  gain  described
above, were $2.23 compared to basic and diluted losses per  share
from  continuing  operations for the 2002 fiscal year,  including
the  pre-tax  charges described above, of $0.89,  and  basic  and
diluted losses per share, excluding the pre-tax charges and  gain
described above, were $0.18 for the 2003 fiscal year, compared to
losses  of $0.35 for the 2002 fiscal year, excluding the  pre-tax
charges described above.

Liquidity and Capital Resources:

      At  February  29,  2004, the Company's cash  and  temporary
investments were $189.2 million compared with $162.9  million  at
March  2,  2003, the end of the Company's 2003 fiscal  year.  The
increase  in  the  Company's  cash  and  investment  position  at
February  29, 2004 was attributable to cash received  from  Delco
Electronics  Corporation in payment of the judgment in  favor  of
the  Company's subsidiary, Nelco Technology, Inc., in its lawsuit
against  Delco, partially offset by purchases of property,  plant
and equipment and the payment of dividends. The Company's working
capital  (which  includes  cash and  temporary  investments)  was
$197.5  million at February 29, 2004 compared with $170.3 million
at March 2, 2003. The increase in working capital at February 29,
2004  compared with March 2, 2003 was due principally  to  higher
cash  and cash equivalents and higher accounts receivable, offset
in  part by lower inventories and other current assets and higher
accrued  liabilities.  The  increase in  accounts  receivable  at
February  29,  2004  compared with March 2,  2003  was  a  result
principally  of  higher  sales in the  fiscal  year  2004  fourth
quarter  than  in  the  fiscal  year  2003  fourth  quarter.  The
Company's  current ratio (the ratio of current assets to  current
liabilities) was 5.6 to 1 at February 29, 2004 compared with  5.2
to 1 at March 2, 2003.

      During the 2004 fiscal year, $32.3 million of cash provided
by  the Company's operating activities included $6.9 million paid
as  severance in connection with workforce reductions  and  $33.1
million  that  the Company received on July 1,  2003  from  Delco
Electronics  Corporation in settlement  of  the  lawsuit  by  the
Company's subsidiary, Nelco Technology, Inc., against Delco.  See
Notes 13 and 19 of the Notes to Consolidated Financial Statements
in  Item 8 of Part II of this Report and Item 3 of Part I of this
Report  for  additional information regarding  the  lawsuit.  Net
expenditures for property, plant and equipment were $2.4 million,
$6.4  million and $22.8 million in the 2004, 2003 and 2002 fiscal
years, respectively.

      The  Company sold its DPI subsidiary on June 27,  2002  for
$5.0  million in cash and recorded a pre-tax gain of $3.2 million
in  the  2003 fiscal year second quarter in connection  with  the
sale.

      At February 29, 2004 and March 2, 2003, the Company had  no
long-term debt.

      The  Company  believes  its  financial  resources  will  be
sufficient, for the foreseeable future, to provide for  continued
investment  in working capital and property, plant and  equipment
and for general corporate purposes. Such resources would also  be
available   for   purchases  of  the  Company's   common   stock,
appropriate  acquisitions and other expansions of  the  Company's
business.

     The Company is not aware of any circumstances or events that
are  reasonably likely to occur that could materially affect  its
liquidity.

     The  Company's contractual obligations and other  commercial
commitments  to  make future payments under  contracts,  such  as
lease agreements, consist only of the operating lease commitments
described  in  Note  15  of the Notes to  Consolidated  Financial
Statements included elsewhere in this Report. The Company has  no
long-term debt, capital lease obligations, unconditional purchase
obligations  or other long-term obligations, standby  letters  of
credit,  guarantees,  standby  repurchase  obligations  or  other
commercial commitments or contingent commitments, other than  two
standby letters of credit in the total amount of $2.7 million  to
secure  the Company's obligations under its workers' compensation
insurance program.

     As   of   February  29,  2004,  the  Company's   significant
contractual  obligations, including payments due by fiscal  year,
were as follows:
<TABLE>
<CAPTION>
Contractual Obligations
(Amounts in thousands)   Total   2005   2006-    2008-   2010 and
                                        2007     2009    thereafter
<s>                     <c>      <c>   <c>       <c>     <c>
Operating lease
 obligations         $10,033   $2,097  $2,252   $1,530   $4,154

Purchase obligations     183      183       -        -        -

Total                $10,216   $2,280  $2,252   $1,530    $4,154
</TABLE>

Off-Balance Sheet Arrangements:

     The  Company's liquidity is not dependent on the use of, and
the  Company  is not engaged in, any off-balance sheet  financing
arrangements, such as securitization of receivables or  obtaining
access to assets through special purpose entities.

Environmental Matters:

      The  Company is subject to various federal, state and local
government  requirements  relating  to  the  protection  of   the
environment. The Company believes that, as a general matter,  its
policies,  practices  and  procedures are  properly  designed  to
prevent  unreasonable risk of environmental 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 2004, 2003 and 2002 fiscal years, the Company charged
approximately  $0.0  million,  $0.1  million  and  $0.2  million,
respectively,  against pre-tax 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  29,
2004,  the  recorded liability in liabilities  from  discontinued
operations  for  environmental matters related to  Dielektra  was
$2.1  million  and the recorded liability in accrued  liabilities
for  environmental matters was $2.4 million compared with a total
record liability in accrued liabilities for environmental matters
of $4.2 million at March 2, 2003.

      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  15  of the Notes to  Consolidated  Financial
Statements  included in Item 8 of Part II of this  Report  for  a
discussion of the Company's commitments and contingencies, includ
ing those related to environmental matters.

Critical Accounting Policies and Estimates:

       In   response   to   financial  reporting   release,   FR-
60,"Cautionary   Advice  Regarding  Disclosure   About   Critical
Accounting  Policies",  issued by  the  Securities  and  Exchange
Commission  in  December  2001,  the  following  information   is
provided   regarding  critical  accounting  policies   that   are
important  to  the  Consolidated Financial  Statements  and  that
entail,   to   a  significant  extent,  the  use  of   estimates,
assumptions and the application of management's judgment.

     General

     The  Company's  discussion  and analysis  of  its  financial
condition  and results of operations are based upon the Company's
consolidated  financial statements, which have been  prepared  in
accordance with accounting principles generally accepted  in  the
United  States.  The  preparation of these  financial  statements
requires the Company to make estimates, assumptions and judgments
that affect the reported amounts of assets, liabilities, revenues
and   expenses   and   the  related  disclosure   of   contingent
liabilities.  On  an  on-going basis, the Company  evaluates  its
estimates,  including  those related  to  sales  allowances,  bad
debts, inventories, valuation of long-lived assets, income taxes,
restructuring, pensions and other employee benefit programs,  and
contingencies and litigation. The Company bases its estimates  on
historical experience and on various other assumptions  that  are
believed to be reasonable under the circumstances, the results of
which  form  the  basis for making judgments about  the  carrying
values  of  assets and liabilities that are not readily  apparent
from   other  sources.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.

     The Company believes the following critical accounting
policies affect its more significant judgments and estimates used
in the preparation of its consolidated financial statements.

     Sales Allowances

      The  Company  provides  for the estimated  costs  of  sales
allowances  at  the time such costs can be reasonably  estimated.
The  Company  is  focused on manufacturing  the  highest  quality
electronic  materials  and other products  possible  and  employs
stringent  manufacturing  process controls  and  works  with  raw
material  suppliers  who have dedicated themselves  to  complying
with  the  Company's  specifications and technical  requirements.
However,  if the quality of the Company's products declined,  the
Company may incur higher sales allowances.

     Bad Debt

     The  Company maintains allowances for doubtful accounts  for
estimated losses resulting from the inability of its customers to
make  required  payments.  If  the  financial  condition  of  the
Company's  customers  were  to  deteriorate,  resulting   in   an
impairment   of  their  ability  to  make  payments,   additional
allowances may be required.

     Inventory

     The   Company  writes  down  its  inventory  for   estimated
obsolescence  or  unmarketability  based  upon  the  age  of  the
inventory  and assumptions about future demand for the  Company's
products and market conditions.

     Valuation of Long-lived Assets

     The  Company  assesses the impairment of  long-lived  assets
whenever  events  or changes in circumstances indicate  that  the
carrying  value of such assets may not be recoverable.  Important
factors that could trigger an impairment review include, but  are
not  limited to, significant negative industry or economic trends
and  significant  changes in the use of the Company's  assets  or
strategy of the overall business.

     Income Taxes

     Carrying  value  of  the Company's net deferred  tax  assets
assumes  that  the  Company will be able to  generate  sufficient
future  taxable  income  in certain tax jurisdictions,  based  on
estimates  and  assumptions. If these estimates  and  assumptions
change  in  the  future, the Company may be  required  to  record
additional  valuation allowances against its deferred tax  assets
resulting  in  additional  income tax expense  in  the  Company's
consolidated  statement of operations. Management  evaluates  the
realizability of the deferred tax assets quarterly  and  assesses
the need for additional valuation allowances quarterly.

     Restructuring

     During the fiscal years ended February 29, 2004 and March 2,
2003, the Company recorded significant charges in connection with
the  realignment of its North American FR-4 business  operations,
the  closures of the mass lamination operation of Dielektra  GmbH
in  Germany  and the Company's manufacturing facility in  England
and  employee severance costs; and during the fiscal  year  ended
March  3,  2002,  the  Company recorded  significant  charges  in
connection with the restructuring relating to the sale  of  Nelco
Technology,  Inc., the closure of a related support facility  and
the   realignment  of  Dielektra,  GmbH.  These  charges  include
estimates  pertaining  to  employee  separation  costs  and   the
settlements  of  contractual  obligations  resulting   from   the
Company's  actions.  Although  the Company  does  not  anticipate
significant changes, the actual costs incurred by the Company may
differ from these estimates.

     Contingencies and Litigation

     The  Company  is  subject to a small number of  proceedings,
lawsuits  and other claims related to environmental,  employment,
product and other matters. The Company is required to assess  the
likelihood of any adverse judgments or outcomes in these  matters
as  well  as potential ranges of probable losses. A determination
of   the   amount  of  reserves  required,  if  any,  for   these
contingencies  is made after careful analysis of each  individual
issue. The required reserves may change in the future due to  new
developments  in  each matter or changes in approach  such  as  a
change in settlement strategy in dealing with these matters.

     Pension and Other Employee Benefit Programs

     Dielektra  has significant pension costs that are  developed
from  actuarial valuations. Inherent in these valuations are  key
assumptions  including discount rates and wage  inflation  rates.
The  Company  is required to consider current market  conditions,
including  changes in interest rates and wage costs, in selecting
these assumptions. Changes in the related pension costs may occur
in  the future in addition to changes resulting from fluctuations
in  the  Company's  related  headcount  due  to  changes  in  the
assumptions.

     The  Company's obligations for workers' compensation  claims
and  employee-health care benefits are effectively  self-insured.
The  Company uses an insurance company administrator  to  process
all  such  claims and benefits. The Company accrues its  workers'
compensation liability based upon the claim reserves  established
by  the third-party administrator and historical experience.  The
Company's employee health insurance benefit liability is based on
its historical claims experience.

     The  Company  and certain of its subsidiaries  have  a  non-
contributory  profit  sharing  retirement  plan  covering   their
regular   full-time   employees.  In  addition,   the   Company's
subsidiaries   have  various  bonus  and  incentive  compensation
programs,   most   of  which  are  determined   at   management's
discretion.

     The  Company's  reserves associated with these  self-insured
liabilities  and benefit programs are reviewed by management  for
adequacy at the end of each quarterly reporting period.

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  relationships with a select group  of  customers.
     During  the Company's fiscal year ended February  29,  2004,
     the   Company's   ten   largest  customers   accounted   for
     approximately  71%  of net sales. The Company  expects  that
     sales  to  a  relatively  small  number  of  customers  will
     continue  to account for a significant portion  of  its  net
     sales  for the foreseeable future. A loss of one or more  of
     such key customers could affect the Company's profitability.
     See  "Business-Electronic Materials Operations-Customers and
     End  Markets"  in  Item 1 of Part I of this  Report,  "Legal
     Proceedings"  in  Item  3  of Part  I  of  this  Report  and
     "Management's Discussion and Analysis of Financial Condition
     and  Results  of Operations" in Item 7 of Part  II  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 and in the  first
     quarter  of the Company's fiscal year ended March  3,  2002,
     and  which continues to a lesser extent at the present time,
     can  be  unexpected and have often reduced demand  for,  and
     prices of, electronic materials.

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

     .     The Company's production processes require the use  of
     substantial  amounts of gas and electricity,  the  cost  and
     available  supply  of which are beyond the  control  of  the
     Company.  Changes  in  the cost or availability  of  gas  or
     electricity could materially increase the Company's cost  of
     operations.

     .    Rapid technological advances in semiconductors and elec
     tronic  equipment have placed rigorous demands on  the  elec
     tronic  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  main
     tain   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
     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 communication with its customers to anticipate
     the  future  volume of purchase orders. A variety  of  condi
     tions,  both specific to the individual customer  and  gener
     ally 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 expan
     sion  of  certain of its manufacturing facilities  for  elec
     tronic  materials. The anticipated costs of such  expansions
     cannot  be determined with precision and may vary materially
     from  those  budgeted.  In addition,  such  expansions  will
     increase  the  Company's fixed costs. The  Company's  future
     profitability  depends  upon  its  ability  to  utilize  its
     manufacturing capacity in an effective manner.

     .     The  Company's business is capital intensive  and,  in
     addition, the introduction of new technologies could substan
     tially 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.

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

     .     The Company's international operations are subject  to
     various  risks, including unexpected changes  in  regulatory
     requirements,  exchange rates, tariffs and  other  barriers,
     political and economic instability, potentially adverse  tax
     consequences,   any   impact  on  economic   and   financial
     conditions  around  the  world resulting  from  geopolitical
     conflicts  or acts of terrorism and the impact  that  severe
     acute   respiratory  syndrome  ("SARS")  may  have  on   the
     Company's  business and the economies of  the  countries  in
     which the Company operates.

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

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

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

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

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

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

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 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  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  2004
fiscal  year, a 10% increase in short-term interest  rates  would
not  have  had a material impact on the consolidated  results  of
operations 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  29,
2004 and March 2, 2003 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of  the
three  years  in the period ended February 29, 2004.  Our  audits
also  included  the financial statement schedule  listed  in  the
Index  at Item 15(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  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial position of Park Electrochemical Corp. and subsidiaries
as  of  February 29, 2004 and March 2, 2003 and the  consolidated
results of their operations and their cash flows for each of  the
three  years in the period ended February 29, 2004, 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 21, 2004


<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<caption>
                                         February 29,    March 2,
                                            2004         2003
<s>                                      <c>             <c>
ASSETS
Current assets:
 Cash and cash equivalents                $129,989       $111,036
 Marketable securities (Note 2)             59,197         51,899
 Accounts receivable, less
 allowance for doubtful accounts
 of $1,845 and $1,893, respectively         36,149         30,272
 Inventories (Note 3)                       11,707         12,688
 Prepaid expenses and other                  3,040          4,690
   Total current assets                    240,082        210,585

Property, plant and equipment, net
of accumulated depreciation and
amortization (Notes 4, 9, and 11)           70,569         90,503

Other assets                                   419            454
   Total assets                           $311,070       $301,542

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                         $ 14,913       $ 15,145
 Accrued liabilities (Note 5)               24,468         21,790
 Income taxes payable                        3,248          3,376
   Total current liabilities                42,629         40,311

Deferred income taxes (Note 6)               5,107          4,539

Deferred pension liability (Note 9
and 14)                                          -         10,991
Liabilities from discontinued
operations (Note 9)                         19,438              -
   Total liabilities                        67,174         55,841

Commitments and contingencies (Note 15)

Stockholders' equity (Note 7):
Preferred stock, $1 par value per
 share-authorized, 500,000 shares;
 issued, none                                    -              -
Common stock, $.10 par value per
 share-authorized, 60,000,000
 shares; issued, 20,369,986 shares           2,037          2,037
 Additional paid-in capital                133,335        133,172
 Retained earnings                         108,915        117,506
 Accumulated other non-owner changes         3,734         (2,432)
                                           248,021        250,283
 Less treasury stock, at cost, 582,061
  and 686,069 shares, respectively          (4,125)        (4,582)
   Total stockholders' equity              243,896        245,701
   Total liabilities and
   stockholders' equity                   $311,070       $301,542
<fn>
See notes to consolidated financial statements.
</table>

<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<caption>
                                           Fiscal Year Ended
                                   February 29,   March 2,    March 3,
                                       2004        2003        2002
<s>                                 <c>          <c>         <c>
Net sales                           $194,236     $195,578    $201,681
Cost of sales                        161,536      168,921     185,014
Gross profit                          32,700       26,657      16,667
Selling, general and
administrative expenses               27,962       27,157      33,668
Gain on Delco lawsuit (Note 19)      (33,088)           -           -
Asset impairment charge (Note 11)          -       49,035           -
Restructuring and severance
charges (Note 10)                      8,469        4,794         806
Gain on sale of DPI (Note 12)              -       (3,170)          -
Gain on sale of United
Kingdom real estate                     (429)           -           -
Loss on sale of NTI and closure
of related support facility (Note 13)      -            -      15,707
Earnings (loss) from
continuing operations                 29,786      (51,159)    (33,514)
 Interest and other income, net        2,958        3,260       5,373
Earnings (loss) from continuing
operations before income taxes        32,744      (47,899)    (28,141)
Income tax provision (benefit)
from continuing operations             2,835       (4,035)    (10,727)
Earnings (loss) from
continuing  operations                29,909      (43,864)    (17,414)
Loss from discontinued
operations, net of taxes (Note 9)    (33,761)      (6,895)     (8,105)

Net loss                             $(3,852)    $(50,759)   $(25,519)

Basic earnings (loss) per share:
Earnings (loss) from
continuing operations                $  1.51       $(2.23)     $(0.89)
Loss from discontinued
operations, net of tax                 (1.71)       (0.35)      (0.42)

Basic loss per share                  $(0.20)      $(2.58)     $(1.31)

Diluted earnings (loss) per share:
Earnings (loss) from
continuing operations                $  1.50      $ (2.23)     $(0.89)
Loss from discontinued
operations, net of tax                 (1.69)       (0.35)      (0.42)

Diluted loss per share                $(0.19)     $ (2.58)     $(1.31)
<fn>
See notes to consolidated financial statements.
</table>


<table>
Part 1 of table
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<caption>
                                                                     Accumulated
                                               Additional                Other
                                 Common         Paid-in    Retained    Non-Owner
                                  Stock         Capital    Earnings     Changes
                             Shares    Amount
<s>                         <c>        <c>      <c>        <c>         <c>
Balance, February 25, 2001  20,369,986 $2,037   $ 57,318   $203,150    $(5,764)
 Net loss                                                   (25,519)
 Exchange rate changes                                                  (1,257)
 Change in pension
  liability adjustment                                                    (802)
 Market revaluation                                                        (67)
 Conversion of long-term
  debt                                            72,634
 Stock option activity                             1,186
 Purchase of treasury stock
 Cash dividends ($.24
  per share)                                                 (4,678)
 Comprehensive loss

Balance, March 3, 2002      20,369,986  2,037    131,138    172,953     (7,890)
 Net loss                                                   (50,759)
 Exchange rate changes                                                   5,174
 Change in pension
  liability adjustment                                                     103
 Market revaluation                                                        181
 Stock option activity                             2,034
 Cash dividends ($.24
  per share)                                                 (4,688)
 Comprehensive loss

Balance, March 2, 2003      20,369,986  2,037    133,172    117,506     (2,432)
 Net loss                                                    (3,852)
 Exchange rate changes                                                   5,557
 Change in pension
  liability adjustment                                                     742
 Market revaluation                                                       (133)
 Stock option activity                               163
 Cash dividends ($.24
  per share)                                                 (4,739)
 Comprehensive loss

Balance, February 29, 2004  20,369,986 $2,037   $133,335   $108,915     $3,734

See notes to consolidated financial statements.
</table>

<table>
Part 2 of table
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<caption>

                               Treasury Stock     Comprehensive
                              Shares     Amount      Income
<s>                          <c>        <c>          <c>
Balance, February 25, 2001   4,441,359  $(27,835)
 Net loss                                            $(25,519)
 Exchange rate changes                                 (1,257)
 Change in pension
  liability adjustment                                   (802)
 Market revaluation                                       (67)
 Conversion of long-term
  debt                     (3,411,204)    21,381
 Stock option activity       (162,830)     1,027
 Purchase of treasury stock     9,838       (265)
 Cash dividends ($.24
  per share)
 Comprehensive loss                                  $(27,645)

Balance, March 3, 2002        877,163     (5,692)
 Net loss                                            $(50,759)
 Exchange rate changes                                  5,174
 Change in pension
  liability adjustment                                    103
 Market revaluation                                       181
 Stock option activity       (191,094)     1,110
 Cash dividends ($.24
  per share)
 Comprehensive loss                                  $(45,301)

Balance, March 2, 2003        686,069     (4,582)
 Net loss                                              (3,852)
 Exchange rate changes                                  5,557
 Change in pension
  liability adjustment                                    742
 Market revaluation                                      (133)
 Stock option activity       (104,008)       457
 Cash dividends ($.24
  per share)
 Comprehensive loss                                   $ 2,314

Balance, February 29, 2004    582,061   $ (4,125)

See notes to consolidated financial statements
</table>


<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<caption>
                                                    Fiscal Year Ended
                                           February 29,   March 2,    March 3,
				    		          2004         2003        2002
<s>                                        <c>            <c>         <c>
Cash flows from operating activities:
 Net loss                                    $(3,852)    $(50,759)   $(25,519)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
  Depreciation and amortization               11,978       17,973      16,257
  (Gain)loss on sale of fixed assets            (511)           -      10,636
  Charge for impairment of fixed assets            -       50,255       2,959
  Non-cash restructuring charges                   -        2,150           -
  Non-cash charges related to
   discontinued operations                    21,348            -           -
  Gain on sale of DPI                              -       (3,170)          -
  Provision for doubtful accounts
   receivable                                    109          184         123
  Provision for deferred income taxes            515       (1,541)     (4,690)
  Other, net                                       -          (25)        (63)
 Changes in operating assets and
 liabilities:
  Accounts receivable                         (6,082)       3,478       36,907
   Inventories                                    86          535       18,793
   Prepaid expenses and other current assets   1,287         (719)       4,511
   Other assets and liabilities                  (57)          17           29
   Accounts payable                            2,851          430      (13,617)
   Accrued liabilities                         4,441       (6,835)      (9,744)
   Income taxes payable                          217        4,216      (13,176)

     Net cash provided by operating
      activities                              32,330       16,189       23,406

Cash flows from investing activities:
 Purchases of property, plant and
  equipment                                   (4,509)      (6,468)     (25,786)
 Proceeds from sale of business                    -        5,000            -
 Proceeds from sales of property,
  plant and equipment                          2,094           25         2,986
 Purchases of marketable securities          (76,530)     (66,194)      (47,355)
 Proceeds from sales and maturities
  of marketable securities                    69,316       66,104        27,036

     Net cash used in investing activities    (9,629)      (1,533)      (43,119)

Cash flows from financing activities:
 Redemption of long term debt                      -            -        (1,738)
 Dividends paid                               (4,739)      (4,688)       (4,678)
 Proceeds from exercise of stock options         620          368         1,959

     Net cash used in financing activities    (4,119)      (4,320)       (4,457)

Effect of exchange rate changes on
cash and cash equivalents                        371        1,208           (64)

Increase (decrease) in cash and cash
equivalents                                   18,953       11,544       (24,234)

Cash and cash equivalents, beginning of year 111,036       99,492       123,726

Cash and cash equivalents, end of year      $129,989     $111,036      $ 99,492
<fn>
See notes to consolidated financial statements.
</table>


PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 29, 2004
(in thousands, except  shares, per share data and option data)


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  and  other
electronic  interconnection  systems.  The  Company's  multilayer
printed circuit board materials include copper-clad laminates and
prepregs.  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 advanced composite materials  for  the
electronics, aerospace and industrial markets.

     a.   Principles   of   Consolidation  -   The   consolidated
          financial statements include the accounts of  Park  and
          its subsidiaries. All significant intercompany balances
          and transactions have been eliminated.
     b.   Use   of  Estimates  -  The  preparation  of  financial
          statements   in  conformity  with  generally   accepted
          accounting  principles  requires  management  to   make
          estimates  and  assumptions  that  affect  the  amounts
          reported  in  the financial statements and accompanying
          notes.  Actual results may differ from those estimates.
          See  "Critical Accounting Policies and Estimates" under
          "Management's  Discussion  and  Analysis  of  Financial
          Condition and Results of Operations" in Item 7 of  Part
          II of this Report.
     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 2004, 2003 and 2002 fiscal  years
          ended on February 29, 2004, March 2, 2003, and March 3,
          2002 respectively. Fiscal years 2004 and 2003 consisted
          of 52 weeks and fiscal year 2002 consisted of 53 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.   Product  Warranties - The Company accrues for defective
          products at the time the existence of the defect is known
	    and the amount is reasonably determinable. The Company's
          products are made to specific customer order specifications,
          and there are no future performance requirements for the
          Company's products other than the products' meeting the
          agreed specifications. The amounts of returns and allowances
          resulting from defective or damaged products have been
          approximately 1.0% of sales for each of the Company's last
          three fiscal years.
     h.   Shipping Costs - The amounts paid to third-party shippers
          for transporting products to customers are classified as
          selling expenses. The amounts included in selling, general
          and administrative expenses were approximately $5,296,
          $4,200 and $3,498 for fiscal years 2004, 2003 and 2002,
          respectively.
     i.   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 terms of the leases, if shorter.
     j.   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 $119,200 at February 29,  2004)  of  the
          Company's   foreign   subsidiaries,   because   it   is
          management's  practice  and  intent  to  reinvest  such
          earnings in the operations of such subsidiaries.
     k.   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 fiscal 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.
          The  Company  enters  into  foreign  currency  exchange
          contracts  to  manage  its exposure  to  currency  rate
          fluctuations on anticipated sales, purchases and inter-
          company transactions. These types of exchange contracts
          generally qualify for accounting as designated  hedges.
          The  realized  and  unrealized  gains  and  losses   on
          qualified  contracts  are  deferred  and  included   as
          components  of the related transactions. Any  contracts
          that  do  not qualify as hedges for accounting purposes
          are  marked  to  market with the  resulting  gains  and
          losses recognized in other income or expense.
     l.   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.
     <table>
     <caption>
     Supplemental cash flow information:
                                              Fiscal Year
                                         2004     2003       2002
      <s>                                <c>       <c>       <c>
      Cash paid during the year for:
       Interest                        $    -   $     -     $2,700
       Income taxes paid (refunded)     2,248    (6,278)     6,847
     </table>

     m.    Stock based Compensation - The Company implemented the
       disclosure provisions of Statement of Financial Accounting
       Standards  (SFAS)  No.  148, "Accounting  for  Stock-Based
       Compensation - Transition and Disclosure", in the fourth
       quarter of fiscal year 2003. This statement amended the
       disclosure provisions of FASB Statement No. 123, "Accounting
       for Stock Based Compensation", to require prominent disclosure
       of the effect on reported net income of an entity's accounting
       policy decisions with respect to stock-based employee
       compensation and amended APB Opinion  No. 28, "Interim
       Financial Reporting", to require disclosure of those effects
       in interim financial information.

       As  of  February 29, 2004, the Company had two fixed stock
       incentive plans which are more fully described in Note  7.
       All  options  under the stock plans had an exercise  price
       equal  to the market value of the underlying common  stock
       on  the  date  of  grant. The Company continues  to  apply
       Accounting  Principles Board Opinion No.  25,  "Accounting
       for  Stock  Issued  to Employees" (APB  25),  and  related
       interpretations  for the plans. If compensation  costs  of
       the  grants had been determined based upon the fair market
       value at the grant dates consistent with the FASB No.  123
       "Accounting  for Stock-Based Compensation", the  Company's
       net  (loss)  income and (loss) earnings  per  share  would
       have approximated the amounts shown below.

       The   weighted  averaged  fair  value  for   options   was
       estimated  at  the dates of grants using the Black-Scholes
       option-pricing  model to be $8.69 for  fiscal  year  2004,
       $12.81  for  fiscal year 2003 and $8.09  for  fiscal  year
       2002,  with  the  following weighted average  assumptions:
       risk  free  interest rate of 4.0% for fiscal  years  2004,
       2003  and  2002; expected volatility factors  of  49%-54%,
       58%  and  41%  for  fiscal  years  2004,  2003  and  2002,
       respectively; expected dividend yield of 1.0%  for  fiscal
       years  2004, 2003 and 2002; and estimated option lives  of
       4.0 years for fiscal years 2004, 2003 and 2002.

  <table>
                                       2004       2003      2002
  <s>                               <c>        <c>        <c>
  Net loss                          $(3,852)   $(50,759)  $(25,519)
  Deduct: Total stock-based
  employee compensation
  determined under fair value
  based method for all awards,
  net of tax effects                 (1,846)     (1,928)    (1,404)

  Pro forma net loss                $(5,698)   $(52,687)  $(26,923)

  EPS-basic as reported             $ (0.20)   $  (2.58)  $  (1.31)
  EPS-basic pro forma               $ (0.29)   $  (2.68)  $  (1.38)

  EPS-diluted as reported          $  (0.19)   $  (2.58)  $  (1.31)
  EPS-diluted pro forma            $  (0.29)   $  (2.68)  $  (1.38)
  </table>


2.   MARKETABLE SECURITIES
<table>
     The following is a summary of available-for-sale securities:
<caption>
                                            Gross      Gross    Estimated
                                        Unrealized  Unrealized    Fair
                         Amortized Cost    Gains       Losses     Value
 <s>                         <c>         <c>        <c>          <c>
 February 29, 2004:
 U.S. Treasury and other
 government securities       $55,993      $ 116       $ 18       $56,091
 U.S. corporate debt
 securities                   3,022           8          -         3,030
   Total debt securities     59,015         124         18        59,121
 Equity securities                5          71          -            76
                            $59,020        $195       $ 18       $59,197

 March 2, 2003:
 U.S. Treasury and other
  government securities     $41,359       $ 256       $  6       $41,609
 U.S. corporate debt
  securities                 10,153          63          -        10,216
   Total debt securities     51,512         319          6        51,825
 Equity securities                5          69          -            74
                            $51,517        $388       $  6       $51,899
</table>

     The  gross  realized gains on the sales of  securities  were
     $40,  $6  and  $0  for  fiscal years 2004,  2003  and  2002,
     respectively, and the gross realized losses were  $21,  $17,
     and $60 for fiscal years 2004, 2003 and 2002, respectively.

     The  amortized cost and estimated fair value of the debt and
     marketable  equity  securities  at  February  29,  2004,  by
     contractual maturity, are shown below:

<table>
<caption>
                                                     Estimated
                                                        Fair
                                        Cost           Value
     <s>                               <c>         <c>
Due in one year or less                $10,021        $10,030
Due after one year through five years   48,994         49,091
                                        59,015         59,121
Equity securities                            5             76
                                       $59,020        $59,197
</table>

3.   INVENTORIES
<table>
<caption>
                                   February 29,     March 2,
                                      2004            2003
     <s>                             <c>           <c>
     Raw materials                   $ 4,088       $ 4,072
     Work-in-process                   2,424         3,424
     Finished goods                    4,835         4,680
     Manufacturing supplies              360           512
                                     $11,707       $12,688
</table>




4.   PROPERTY, PLANT AND EQUIPMENT
<table>
<caption>
                                     February 29,    March 2,
                                       2004           2003
<s>                                  <c>           <c>
Land, buildings and improvements     $ 31,591      $ 36,807
Machinery, equipment, furniture
 and fixtures                         135,309       146,363
                                      166,900       183,170
Less accumulated depreciation
 and amortization                      96,331        92,667
                                     $ 70,569      $ 90,503
</table>

     Depreciation   and  amortization  expense,  for   continuing
     operations,  relating to property, plant and  equipment  was
     $10,604, $16,535 and $14,880 for fiscal years 2004, 2003 and
     2002,  respectively. Pretax charges of $15,349, $52,248  and
     $2,959  were recorded in fiscal years 2004, 2003  and  2002,
     respectively, for the write-downs of abandoned  or  impaired
     operating  equipment, including charges of  $15,349,  $1,220
     and   $901,  respectively,  related  to  Dielektra,  to  its
     estimated net realizable value (see Notes 10 and 11 below).

5.   ACCRUED LIABILITIES
<table>
<caption>
                                      February 29,    March 2,
                                         2004          2003
     <s>                             <c>          <c>
     Payroll and payroll related        $ 3,650      $ 4,535
     Taxes, other than income taxes         343          320
     Employee benefits                    2,194        1,660
     Environmental reserve (Note 15)      2,389        4,246
     Other                               15,892       11,029
                                        $24,468      $21,790
</table>

6.   INCOME TAXES

     The income tax (benefit) provision for continuing operations
     includes the following:
<table>
<caption>
                                    Fiscal Year
                              2004       2003        2002
      <s>                     <c>        <c>        <c>
      Current:
       Federal              $  467    $(3,806)   $ (5,901)
       State and local         125        385          18
       Foreign               1,732        927        (154)
                             2,324     (2,494)     (6,037)
      Deferred:
       Federal                   -     (1,087)     (4,345)
       State and local          (7)      (107)       (729)
       Foreign                 518       (347)        384
                               511     (1,541)     (4,690)
                           $ 2,835    $(4,035)   $(10,727)
</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
                                         2004    2003   2002

      Statutory U.S. Federal tax rate   35.0%   35.0%  35.0%
      State and local taxes, net of
       Federal benefit                   0.3    (0.4)   1.6
      Foreign tax rate differentials   (11.9)    1.4    0.7
      Valuation allowance                1.9       -      -
      Impairment of deferred
       tax assets                          -   (28.1)     -
      Other, net                       (16.6)    0.5    0.8
                                         8.7%    8.4%  38.1%

     The  Company  had foreign net operating loss  carry-forwards
     from  continuing  operations of  approximately  $15,700  and
     $12,700  in  fiscal  years 2004 and 2003,  respectively.  In
     fiscal  years  2004 and 2003, the Company had net  operating
     loss  carry-forwards from discontinued operations of $76,400
     and  $59,600, respectively.  Long-term deferred  tax  assets
     arising  from  these net operating loss carry-forwards  from
     continuing operations were valued at $0 at February 29, 2004
     and   March   2,   2003,  net  of  valuation   reserves   of
     approximately  $6,347  and $5,221,  respectively.  Long-term
     deferred  tax  assets arising from these net operating  loss
     carry-forwards from discontinued operations were  valued  at
     $0  at February 29, 2004 and March 2, 2003, net of valuation
     reserves of approximately $32,598 and $26,008, respectively.
     The   income   tax  provision  (benefit)  for   discontinued
     operations  was $0, $150 and $(210) for fiscal  years  2004,
     2003 and 2002, respectively.

     Approximately $702 of the foreign net operating loss  carry-
     forwards  expire  in fiscal year 2005,  $2,900  of  the  net
     operating  loss carry-forwards expire in fiscal  year  2025,
     and the remainder have no expiration.

     Deferred  income  taxes  reflect  the  net  tax  effects  of
     temporary differences between the carrying amounts of assets
     and  liabilities  for financial reporting purposes  and  the
     amounts  used for income tax purposes. At February 29,  2004
     and  March  2,  2003, the Company did not have  any  current
     deferred tax assets. Significant components of the Company's
     long-term deferred tax liabilities and assets as of February
     29,  2004 and March 2, 2003 from continuing operations  were
     as follows:
     <table>
                                              2004      2003
     <s>                                   <c>        <c>
     Deferred tax liabilities:
     Depreciation                          $ 2,929    $ 4,539
     Other, net                              2,178      1,392
      Total deferred tax liabilities         5,107      5,931

     Deferred tax assets:
     Impairment of fixed assets              9,210     11,657
     Net operating loss carry-forwards       6,347      5,221
     Other, net                              6,007      3,224
     Total deferred tax assets              21,564     20,102
      Valuation allowance for deferred
       tax assets                          (21,564)   (18,710)
      Net deferred tax assets                    -      1,392

      Net deferred tax liabilitie  s       $ 5,107    $ 4,539
     </table>

7.   STOCKHOLDERS' EQUITY

     Stock Options - Under the 1992 Stock Option Plan approved by
     the  Company's stockholders, directors and key employees may
     have been 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   became
     exercisable  25% one year from the date of  grant,  with  an
     additional  25%  exercisable each succeeding anniversary  of
     the  date of grant. Options to purchase a total of 2,625,000
     shares of common stock were authorized for grant under  such
     Plan.  The  authority to grant additional options under  the
     Plan expired on March 24, 2002.

     Under  the  2002 Stock Option 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  the  grant.
     Options  to  purchase a total of 900,000  shares  of  common
     stock were authorized for grant under such Plan.

     <table>
     Information with respect to options follows:
     <caption>
                                     Range                     Weighted
                                      of                        Average
                                   Exercise      Outstanding   Exercise
                                    Prices         Options     Price
  <s>                           <c>      <c>      <c>           <c>
  Balance, February 25,2001     $ 3.67 - $43.63   1,358,152     $16.50
  Granted                        22.62 -  26.77     275,725      23.62
  Exercised                       3.67 -  23.96    (162,831)     13.06
  Cancelled                       3.67 -  43.63    (227,339)     21.92

  Balance, March 3, 2002        $ 4.67 - $43.63   1,243,707     $ 9.56
  Granted                        14.12 -  29.05     231,800      28.04
  Exercised                       4.67 -   4.67     (43,398)     13.06
  Cancelled                      12.21 -  43.63     (66,747)     28.29

  Balance, March 2, 2003        $ 4.92 - $43.63   1,365,362     $18.92
  Granted                        19.95 -  29.17     194,275      20.42
  Exercised                       4.92 -  24.08    (121,837)      8.18
  Cancelled                      14.12 -  43.63     (41,147)     23.95

  Balance, February 29, 2004     $ 8.75 - $43.63   1,396,653    $19.91

  Exercisable February 29, 2004  $ 8.75 - $43.63     878,202    $17.79
  </table>

     The   following  table  summarizes  information   concerning
     currently outstanding and exercisable options.
     <table>
     <caption>
                      Options Outstanding             Options Exercisable
                                      Weighted
                                      Average    Weighted              Weighted
                      Number of      Remaining    Average    Number of  Average
  Range of             Options      Contractual  Exercise    Options    Exercise
Exercise Prices      Outstanding   Life in Years  Price    Exercisable   Price
<s>       <c>           <c>             <c>       <c>       <c>         <c>
$ 8.75 -  9.99            65,175          .21     $ 8.75      65,175     $ 8.75
 10.00 - 19.99           837.078         5.53      16.68     605,515      15.73
 20.00 - 43.63           494,400         7.60      26.87     207,512      26.63
                       ---------                             -------
                       1,396,653                             878,202
</table>

     Stock  options  available for future grant  under  the  2002
     stock  option  plan at February 29, 2004 and March  2,  2003
     were 705,725 and 885,000, respectively.

     c.   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 (subsequently  adjusted
          to  two  thirds  (2/3) of one right in connection  with
          the Company's three-for-two stock split in the form  of
          a  stock  dividend  distributed  November  8,  2000  to
          stockholders  of record on October 20,  2000).  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.

     d.   Reserved   Common  Shares  -  At  February  29,   2004,
          2,102,378  shares  of common stock  were  reserved  for
          issuance upon exercise of stock options.

     e.   Accumulated   Other  Non-Owner  Changes  -  Accumulated
          balances   related   to   each   component   of   other
          comprehensive income (loss) were as follows:
          <table>
            <caption>                         February 29,    March 2,
                                                 2004          2003
            <s>                              <c>          <c>
            Currency translation adjustment    $3,619        $(1,938)
            Pension liability adjustment            -           (742)
            Unrealized gains on investments       115            248

            Accumulated balance                $3,734        $(2,432)
          </table>

8.   (LOSS)/EARNINGS PER SHARE

     The  following table sets forth the calculation of basic and
     diluted (loss)/earnings per share for the last three  fiscal
     years:
<table>
<caption>
                                        2004         2003         2002
<s>                                   <c>         <c>          <c>
Earnings (loss) from
 continuing operations                $29,909     $ (43,864)   $ (17,414)
Loss from discontinued
 operations                           (33,761)       (6,895)      (8,105)

Net loss                              $(3,852)    $ (50,759)    $ (25,519)

Weighted average common shares
 outstanding for basic EPS         19,754,000    19,674,000    19,535,000
Net effect of dilutive options        237,000             *             *
Weighted average shares
 outstanding for diluted EPS       19,991,000    19,674,000    19,535,000

Basic earnings (loss) per share:
Earnings (loss) from
continuing operations                 $  1.51        $(2.23)       $(0.89)
Loss from discontinued
operations, net of tax                 $(1.71)      $ (0.35)       $(0.42)
Basic loss per share                   $(0.20)       $(2.58)       $(1.31)

Diluted earnings (loss) per share:
Earnings (loss) from
continuing operations                 $  1.50       $ (2.23)       $(0.89)
Loss from discontinued
operations, net of tax                 $(1.69)      $ (0.35)       $(0.42)
Diluted loss per share                 $(0.19)      $ (2.58)       $(1.31)

*For the fiscal years 2003 and 2002, the effect of employee stock
options was not considered because it was antidilutive.
</table>

     Common  stock  equivalents, which were not included  in  the
     computation  of  diluted loss per share because  either  the
     effect would have been antidilutive or the options' exercise
     prices  were  greater than the average market price  of  the
     common  stock,  were 151,585, 865,287, and 637,550  for  the
     fiscal years 2004, 2003, 2002, respectively.

9.   DISCONTINUED OPERATIONS

     On  February  4,  2004, the Company announced  that  it  was
     discontinuing  its financial support of its  Dielektra  GmbH
     ("Dielektra") subsidiary located in Cologne, Germany, due to
     the  continued  erosion  of  the  European  market  for  the
     Company's high technology products. Without Park's financial
     support,  Dielektra filed an insolvency petition, which  may
     result  in  the  reorganization,  sale  or  liquidation   of
     Dielektra. In accordance with SFAS No. 144, "Accounting  for
     the  Impairment of Disposal of Long-Lived Assets", Dielektra
     is  treated as a discontinued operation. As a result of  the
     discontinuation  of  financial support  for  Dielektra,  the
     Company  recognized an impairment charge of $22,023 for  the
     write-off  of  Dielektra assets and other costs  during  the
     fourth  quarter  of  the 2004 fiscal year.  The  income  tax
     provision (benefit) for discontinued operations was $0, $150
     and   $(210)   for  fiscal  years  2004,  2003   and   2002,
     respectively.  The liabilities from discontinued  operations
     totaling   $19,438  at  February  29,  2004   are   reported
     separately   on  the  consolidated  balance   sheet.   These
     liabilities  from  discontinued operations included  $12,094
     for  Dielektra's  deferred pension  liability.  The  Company
     expects  to  recognize a gain of approximately  $17  million
     related  to  the  reversal  of these  liabilities  when  the
     Dielektra  insolvency process is completed, although  it  is
     unclear  when the process will be completed. In addition  to
     the impairment charge described above recognized in the 2004
     fiscal year, the losses from operations of $5,596 and $6,142
     for  termination  and  other  costs  related  to  Dielektra,
     recorded in the first quarter of the 2004 fiscal year,  have
     been included in discontinued operations in the Consolidated
     Statements  of  Operations  in the  periods  in  which  they
     occurred. At the time of the discontinuation of support  for
     Dielektra,  $5,539  of the $6,142 of termination  and  other
     costs  had been paid and the remaining $603 was included  in
     liabilities from discontinued operations in the Consolidated
     Balance Sheet.

     Dielektra's net sales and operating results for each of  the
     three  fiscal years ended February 29, 2004, March 2,  2003,
     and   March   3,   2002,  and  assets  and  liabilities   of
     discontinued  operations at February 29, 2004 and  March  2,
     2003 were as follows:

<TABLE>
<CAPTION>
                                       Fiscal Year
                               2004       2003        2002
<s>                         <c>         <c>         <c>
Net sales                   $ 14,429    $21,198     $28,379
Operating loss                (5,596)    (5,675)     (5,184)
Restructuring and
 impairment charges           28,165      1,220       2,921
Net loss                    $(33,761)   $(6,895)    $(8,105)
</TABLE>

<TABLE>
                               February 29,       March 2,
                                  2004            2003
<s>                            <c>               <c>
Current Assets                $      -           $ 5,697
Fixed Assets                         -            15,612
  Total Assets                       -            21,309
Current and other liabilites     7,344             9,654
Pension liabilities             12,094            10,991
  Total liabilities             19,438            20,645
  Net (liabilities) assets    $(19,438)          $   664
</TABLE>

10.  RESTRUCTURING AND SEVERANCE CHARGES

    The  Company recorded pre-tax charges totaling $8,438  during
     the first and second quarters of fiscal year 2004 related to
     the   realignment  of  its  North  America   FR-4   business
     operations  in Newburgh, New York and Fullerton, California.
     During  the  fourth quarter of fiscal year 2004 the  Company
     recorded   pretax  charges  of  $112  related  to  workforce
     reductions  in  Europe  and  recovered  $81  from  sales  of
     impaired  assets  related  to its European  operations.  The
     components  of  these  charges  and  the  related  liability
     balances  and activity for the year ended February 29,  2004
     are set forth below.

<TABLE>
<CAPTION>
                                     Charges                2/29/04
                        Closure    Incurred or             Remaining
                        Charges       Paid    Reversals  Liabilities
<s>                      <c>         <c>       <c>        <c>
New York and
California and other
realignment charges:
Lease payments, taxes,
utilities and other      $7,292        648          -        6,644
Severance payments        1,258      1,146          -          112

                         $8,550     $1,794       $  -       $6,756
</TABLE>

  The  severance payments were for the termination of hourly  and
  salaried,    administrative,   manufacturing    and     support
  employees.  Such  employees  were terminated  during  the  2004
  fiscal  year  first, second and third quarters.  The  remaining
  liability  for  severance payments is expected to  be  paid  to
  such  employees during the fiscal year 2005 first quarter.  The
  lease  charges  cover  one  lease  obligation  payable  through
  December  2004  and  a  portion  of  another  lease  obligation
  payable through September 2013.

  The  Company recorded pre-tax charges of $4,674 and $120 in the
  fiscal  year  2003  third quarter ended  December  1,  2002  in
  connection  with  the closure of its Nelco  U.K.  manufacturing
  facility located in Skelmersdale, England, and severance  costs
  at  a  North American business unit. As of February  29,  2004,
  there  were  no remaining liabilities. The Company recorded  an
  $81  gain  on  the  sale  of previously written  off  equipment
  during  the  fourth quarter of fiscal 2004. The  components  of
  these  charges  and  the charges incurred and  paid  since  the
  third quarter of fiscal 2003 are set forth below.

<TABLE>
<CAPTION>
                                        Charges    Recoveries    2/29/04
                           Closure    Incurred or     or       Remaining
                           Charges       Paid      Reversals  Liabilities
<s>                         <c>          <c>         <c>       <c>
United Kingdom charges:
Impairment of long
 lived assets              $1,993       $1,912       $ 81        $  -
Severance payments
and related costs           1,997        1,997          -           -
Utilities, maintenance,
 taxes, other                 684          684          -           -

                            4,674        4,593         81           -
Other severance payments
 and related costs            120          120          -           -

                           $4,794       $4,713       $ 81        $  -
</TABLE>

  The  Company recorded pre-tax charges of $2,921 in  its  fiscal
  year  2002  third quarter ended November 25, 2001 in connection
  with  the  closure  of  the  conventional  lamination  line  of
  Dielektra  and  the reduction of the size of  Dielektra's  mass
  lamination  operations. Such restructuring charges  related  to
  Dielektra   have  been  included  in  loss  from   discontinued
  operations. The Company recorded pre-tax severance  charges  of
  $681  in its fiscal year 2002 first quarter ended May 27,  2001
  and  $125  in  its third quarter ended November  25,  2001  for
  severance  payments and related costs for terminated  employees
  at  the  Company's  continuing operations in Asia,  Europe  and
  North  America.  The  terminated  employees  were  hourly   and
  salaried,  administrative, manufacturing and support employees.
  As  of  March  2,  2003  there were  no  remaining  liabilities
  relating to these charges.

  As  a  result of the foregoing employee terminations and  other
  less  significant  employee  terminations  in  connection  with
  business  contractions and in the ordinary course  of  business
  and   substantial   numbers   of  employee   resignations   and
  retirements  in  the  ordinary course of  business,  the  total
  number  of  employees  employed  by  the  Company  declined  to
  approximately  1,200 as of February 29, 2004 from approximately
  1,500  as  of  March  2,  2003, and 1700  at  the  end  of  the
  Company's 2002 fiscal year.

11. ASSET IMPAIRMENT CHARGES

   As  a  result  of  continuing declines in the Company's  North
   American  business operations and Dielektra's mass  lamination
   operation,  during the fourth quarter of the 2003 fiscal  year
   the  Company reassessed the recoverability of the fixed assets
   of  those  operations  based  on  cash  flow  projections  and
   determined  that such fixed assets were impaired. The  Company
   recorded  an  impairment charge of $50,255,  of  which  $1,220
   related  to  Dielektra,  in  the Company's  2003  fiscal  year
   fourth  quarter to reduce the book values of such fixed assets
   to  their  estimated fair values. In accordance with Financial
   Accounting  Standards Board Statement of Financial  Accounting
   Standards No. 144, "Accounting for the Impairment or  Disposal
   of  Long-Lived  Assets", the carrying values  of  such  assets
   exceeded their fair values and were not recoverable.

12. SALE OF DIELECTRIC POLYMERS, INC.

  On  June  27,  2002, the Company sold its Dielectric  Polymers,
  Inc.  ("DPI")  subsidiary  to Adhesive  Applications,  Inc.  of
  Easthampton,  Massachusetts. The Company  recorded  a  gain  of
  $3,170  in  its fiscal year 2003 second quarter ended September
  1, 2002 in connection with the sale.

13. SALE OF NELCO TECHNOLOGY, INC.

  During  the  Company's 1998 fiscal year and for  several  years
  prior  thereto, more than 10% of the Company's total  worldwide
  sales  were  to Delco Electronics Corporation, a subsidiary  of
  General   Motors   Corp.,  and  the  Company's   wholly   owned
  subsidiary,  Nelco Technology, Inc. ("NTI") located  in  Tempe,
  Arizona,  had  been Delco's principal supplier of semi-finished
  multilayer printed circuit board materials, commonly  known  as
  mass  lamination, which were used by Delco to produce  finished
  multilayer printed circuit boards. 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.  As  a  result,   the
  Company's  sales  to  Delco  declined  during  the  three-month
  period   ended  May  31,  1998,  were  negligible  during   the
  remainder of the 1999 fiscal year and were nil since then.  See
  Note  19 for a description of the gain on NTI's lawsuit against
  Delco.

  After  March  1998,  the  business of NTI  languished  and  its
  performance was unsatisfactory due primarily to the absence  of
  the  unique, high-volume, high-quality business that  had  been
  provided  by  Delco Electronics and the absence  of  any  other
  customer  in  the North American electronic materials  industry
  with  a  similar demand for the large volumes of  semi-finished
  multilayer   printed   circuit  board  materials   that   Delco
  purchased  from  NTI.  Although NTI's  business  experienced  a
  resurgence  in  the  2001 fiscal year  as  the  North  American
  market  for  printed circuit materials became extremely  strong
  and   demand  exceeded  supply  for  the  electronic  materials
  manufactured   by   the   Company,   the   Company's   internal
  expectations  and  projections for the NTI  business  were  for
  continuing  volatility in the business'  performance  over  the
  foreseeable   future.  Consequently,  the   Company   commenced
  efforts  to  sell the business in the second half of  its  2001
  fiscal  year;  and in April 2001, the Company sold  the  assets
  and  business  of  NTI and closed a related  support  facility,
  also  located in Tempe, Arizona. As a result of this sale,  the
  Company exited the mass lamination business in North America.

  In  connection  with  the sale of NTI and the  closure  of  the
  related  support facility, the Company recorded pre-tax charges
  of  $15,707 in its fiscal year 2002 first quarter ended May 27,
  2001.   The  components  of  these  charges  and  the   related
  liability  balances and activity from the May 27, 2001  balance
  sheet date to the February 29, 2004 balance sheet date are  set
  forth below.


<TABLE>
<CAPTION>
                                        Charges                2/29/04
                           Closure      Incurred              Remaining
                           Charges      or Paid   Reversals  Liabilities
<s>                        <c>         <c>         <c>         <c>
NTI charges:
 Loss on sale of assets
  and business             $10,580      $10,580     $   -        $  -
 Severance payments            387          387         -           -
 Medical and other costs        95           95         -           -

Support facility charges:
 Impairment of long
  lived assets               2,058        2,058         -           -
 Write down accounts
  receivable                   350          319        31           -
 Write down inventory          590          590         -           -
 Severance payments            688          688         -           -
 Medical and other costs       133          133         -           -
 Lease payments, taxes,
  utilities, maint.            781          485         -         296
 Other                          45           45         -           -

                           $15,707      $15,380     $  31        $296
</TABLE>

  The severance payments and medical and other costs incurred  in
  connection with the sale of NTI and the closure of the  related
  support  facility  were  for  the  termination  of  hourly  and
  salaried,  administrative, manufacturing and support employees,
  all  of whom were terminated during the first and second fiscal
  quarters  ended May 27, 2001 and August 26, 2001, respectively,
  and  substantially  all of the severance payments  and  related
  costs  for  such  terminated employees (totaling  $1,303)  were
  paid  during such quarters. The lease obligations will be  paid
  through August 2004 pursuant to the related lease agreements.

  NTI  did  not  have  a  material effect on Park's  consolidated
  financial  position, results of operations, capital  resources,
  liquidity or continuing operations, and the sale of NTI is  not
  expected  to  have  a material effect on the  Company's  future
  operating results.

14. EMPLOYEE BENEFIT PLANS

 a.    Profit  Sharing  Plan - The Company  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 are accrued at the end of each  fiscal
   year  and paid to the plan in the subsequent fiscal year.  The
   Company's contributions to the plan were $271 and $403 for fiscal
   years 2003 and 2002, respectively. The contribution for fiscal
   year 2004 has not been paid. 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 $260, $442 and $527 in fiscal years 2004, 2003  and
   2002, respectively.

 b. Pension  Plan  -  The pension information  provided  below
   relates to the Company's subsidiary, Dielektra. As described in
   Note 9 above, the Company discontinued its financial support of
   Dielektra  during  the fiscal year 2004  fourth  quarter  and,
   accordingly, has included the February 29, 2004 pension liability
   in liabilities from discontinued operations. The pension plan is
   a  non-contributory defined benefit pension plan which  covers
   certain employees. Under the terms of this plan, participants may
   not accrue additional service time after December 31, 1987. The
   Company recorded deferred pension liabilities relating to this
   plan in the amounts of $12,094 and $10,991 at February 29, 2004
   and March 2, 2003, respectively.

Net pension costs included the following components:
<table>
                                                     Fiscal Year
Changes in Benefit Obligations                   2004            2003
<s>                                          <c>              <c>
Benefit obligation at beginning of year      $  10,991        $  9,150
Service cost                                        58              94
Interest cost                                      661             571
Actuarial loss (gain)                             (558)           (301)
Currency translation (gain)loss                  1,707            2,117
Benefits paid                                     (765)            (640)
Payment for annuities                                -                -
Benefit obligation at end of year             $ 12,094         $ 10,991

Changes in Plan Assets

Fair value of plan assets at
 beginning of year                            $      -         $      -
Actual return on plan assets                         -                -
Employer contributions                             764              640
Benefits paid                                     (764)            (640)
Payment for annuities                                -                -
Administrative expenses paid                         -                -
Fair value of plan assets                     $      -         $      -

Under funded status                           $(12,094)        $(10,991)
Unrecognized net loss                                -            1,192
Net accrued pension cost                      $(12,094)        $ (9,799)
</table>

<table>
<caption
                                                    Fiscal Year
Components of Net Periodic Benefit Cost        2004     2003     2002
<s>                                           <c>       <c>      <c>
Service cost - benefits earned
during the period                              $ 58      $ 94     $ 82
Interest cost on projected
 benefit obligation			            661       571      533
Expected return on plan assets                    -         -        -
Amortization of unrecognized loss                18        55       40
Recognized net actuarial loss                     -        -        -
Effect of curtailment                             -         -        -
Net periodic pension cost                      $737      $720     $655

                                                Fiscal Year
                                               2004     2003
Projected benefit obligation                 $12,094  $10,991
Accumulated benefit obligation                12,094   10,991
Plan assets                                        -        -
</table>

     The projected benefit obligation for the plan was determined
     using assumed discount rates of 5.75% for fiscal years  2004
     and 2003. Projected wage increases of 2.6% were also assumed
     for fiscal years 2004 and 2003.

15. 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 2007.  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  non-cancelable operating leases  have  the  following
     payment schedule.

                    Fiscal        Amount
                     Year
                     2005        $ 2,097
                     2006          1,346
                     2007            906
                     2008            838
                     2009            692
                  Thereafter       4,154
                                 $10,033

     Rental  expenses, inclusive of real estate taxes  and  other
     costs, were $2,659, $2,948 and $3,933 for fiscal years 2004,
     2003 and 2002, respectively.

 b. Environmental Contingencies - 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  eight  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 three 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 environ
     mental 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 one  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
     $1,  $131  and  $200 in fiscal years 2004,  2003  and  2002,
     respectively. The recorded liabilities included  in  accrued
     liabilities  for environmental matters were  $2,389,  $4,246
     and   $3,975   for  fiscal  years  2004,  2003   and   2002,
     respectively.  As  discussed in  Note  9,  liabilities  from
     discontinued   operations  have  been  segregated   on   the
     Consolidated   Balance   Sheet  and   include   $2,121   for
     environmental matters related to Dielektra.

     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. The Company  believes  that  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 mat
     ters  could  have  a  significant  negative  impact  on  the
     Company's  consolidated financial results for  a  particular
     reporting period.

16.  FOREIGN CURRENCY CONTRACTS

     Statement  of  Financial  Accounting  Standards   No.   133,
     "Accounting   for   Derivative   Instruments   and   Hedging
     Activities"  ("SFAS  133"),  as  amended  by  Statement   of
     Financial  Accounting  Standards No.  138,  "Accounting  for
     Certain   Derivative   Instruments   and   Certain   Hedging
     Activities".  SFAS  133,  as  amended,  requires  that   all
     derivative instruments be recognized on the balance sheet at
     fair value. In addition, the standard specifies criteria for
     designation  and effectiveness of hedging relationships  and
     establishes  accounting rules for reporting changes  in  the
     fair  value  of  a  derivative instrument depending  on  the
     designated type of hedge.

     The  Company  is exposed to foreign currency  exchange  rate
     fluctuations in the normal course of business.  The  Company
     uses  derivative  instruments (forward contracts)  to  hedge
     certain  foreign  currency exposures as  part  of  its  risk
     management  strategy. The objective is to offset  gains  and
     losses  resulting from these exposures with gains and losses
     on  the  derivative  contracts used to hedge  them,  thereby
     reducing  the  volatility  of earnings  or  protecting  fair
     values of assets and liabilities. The Company does not enter
     into  any  trading or speculative positions with  regard  to
     derivative instruments.

     The  Company  primarily enters into forward contracts,  with
     maturities of three months or less, designated as cash  flow
     hedges to protect against the foreign currency exchange rate
     risks  inherent  in its forecasted transactions  related  to
     purchase  commitments  and  sales,  denominated  in  various
     currencies.  For derivative instruments that are  designated
     and  qualify as cash flow hedges, the effective  portion  of
     the  gain  or loss on the derivative instrument is initially
     recorded  in  accumulated other comprehensive  income  as  a
     separate component of stockholders' equity. Once the  hedged
     transaction  is recognized, the gain or loss is reclassified
     into  earnings. The foreign currency forward contracts  held
     by  the  Company  at February 29, 2004 were  not  designated
     hedges  under SFAS 133 and, accordingly, the contracts  were
     marked  to  market and the resulting gains and  losses  were
     recognized in the income statement.

     At  February  29,  2004 and March 2, 2003, the  Company  had
     outstanding  foreign exchange contracts in notional  amounts
     totaling $4,306 and $0, respectively.

17.  BUSINESS SEGMENTS

     The  Company  considers itself to operate  in  one  business
     segment.  The  Company's electronic materials  products  are
     marketed  primarily to leading independent  printed  circuit
     board    fabricators,   electronic   manufacturing   service
     companies,  electronic  contract  manufacturers  and   major
     electronic original equipment manufacturers ("OEMs") located
     throughout  North  America, Europe and Asia.  The  Company's
     advanced  composite  materials customers,  the  majority  of
     which  are  located  in  the United  States,  include  OEMs,
     independent  firms  and  distributors  in  the  electronics,
     aerospace and industrial industries.

     Sales  are  attributed to geographic region based  upon  the
     region  from  which  the  materials  were  shipped  to   the
     customer.  Inter-segment sales and sales between  geographic
     regions were not significant.

     Financial  information  regarding the  Company's  continuing
     operations by geographic region follows:
<table>
<caption>
                                            Fiscal Year
                                     2004       2003      2002
    <s>                                <c>        <c>       <c>
    United States                  $106,080   $117,889  $132,520
    Europe                           31,982     32,322    27,128
    Asia                             56,174     45,367    42,033
      Total sales                  $194,236   $195,578  $201,681

    United States                  $ 38,549   $ 44,425  $104,386
    Europe                           10,969     25,373    22,954
    Asia                             21,470     21,159    22,943
      Total long-lived assets      $ 70,988   $ 90,957  $150,283
    </table>

18.  CUSTOMER AND SUPPLIER CONCENTRATIONS

  a.   Customers - Sales to Sanmina Corporation were 16.3%, 19.1%
     and  20.7% of the Company's total worldwide sales  from  its
     continuing operations for fiscal years 2004, 2003 and  2002,
     respectively. Sales to Tyco Printed Circuit Group L.P.  were
     12.2%, 11.0% and 12.9% of the Company's total worldwide sales
     from its continuing operations for fiscal years 2004, 2003 and
     2002. Sales to Multilayer Technology, Inc. were 9.7%, 11.1% and
     8.9% of the Company's total worldwide sales from its continuing
     operations for fiscal years 2004, 2003 and 2002, respectively.

     While  no  other customer accounted for 10% or more  of  the
     Company's   total  worldwide  sales  from   its   continuing
     operations  in  fiscal year 2004, and  the  Company  is  not
     dependent  on  any  single customer, the  loss  of  a  major
     electronic  materials customer or of a  group  of  customers
     could  have  a  material  adverse effect  on  the  Company's
     business and results of operations.

  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  such  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  Company's  electronic
     materials  business.  Furthermore,  substitutes  for   these
     materials  are  not readily available and  an  inability  to
     obtain  essential materials, if prolonged, could  materially
     adversely   affect   the   Company's  electronic   materials
     business.

19.  GAIN ON DELCO LAWSUIT

     The United States District Court for the District of Arizona
     entered final judgment in favor of the Company's subsidiary,
     NTI, in its lawsuit against Delco Electronics Corporation, a
     subsidiary  of  Delphi  Automotive Systems  Corporation,  on
     Nelco's  claim  for breach of the implied covenant  of  good
     faith and fair dealing. As a result, the Company received  a
     net amount of $33,088 million from Delco on July 1, 2003  in
     satisfaction  of  the  judgment.  See  Note  13  above   for
     information regarding the sale of NTI.

20.       SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<table>
<caption>
                                                 Quarter
                                   First    Second    Third     Fourth
                                (In thousands, except per share amounts)
 <s>                        <c>      <c>       <c>       <c>
 Fiscal 2004:
 Net sales                       $44,323  $ 43,566  $ 51,058   $ 55,289
 Gross profit                      4,623     5,919     9,764     12,394
 (Loss) earnings from
  continuing operations           (1,644)   20,982     2,823      7,748

 Loss from discontinued
  operations                      (6,807)   (1,944)   (1,838)   (23,172)

 Net (loss) earnings              (8,451)   19,038       985    (15,424)

 Basic (loss) income per
  share:
 (Loss) earnings from
  continuing operations           $(0.08)  $  1.06    $ 0.14     $ 0.39
 Loss from discontinued
  operatings                      $(0.35)  $ (0.10)   $(0.09)    $(1.17)
 Net (loss) earnings per share    $(0.43)  $  0.96    $ 0.05     $(0.78)
 Diluted (loss) earnings
  per share:
 (Loss) earnings from
  continuing operations           $(0.08)  $  1.05    $ 0.14     $ 0.38
 Loss from discontinued
  operations                      $(0.35)  $ (0.10)   $(0.09)    $(1.14)
 Net (loss) earnings per share    $(0.43)  $  0.95    $ 0.05     $(0.76)

   Weighted average common
   shares outstanding:
    Basic                         19,709    19,759    19,764     19,783
    Diluted                       19,709    19,943    20,083     20,167

  Fiscal 2003:
   Net sales                    $ 51,172  $ 51,343  $ 47,967   $ 45,096
   Gross profit                    7,010     7,272     6,311      6,064
 Earnings (loss)from
  continuing operations              735     3,336    (3,808)   (44,127)

 Loss from discontinued
  operations                      (1,371)   (1,749)   (1,496)    (2,129)

 Net (loss) earnings                (636)    1,587    (5,304)   (46,406)

 Basic (loss) earnings per share:
 Earnings (loss) from
  continuing operations           $ 0.04   $  0.17   $ (0.19)   $ (2.24)
 Loss from discontinued
  operations                      $(0.07)  $ (0.09)  $ (0.08)   $ (0.12)
 Net (loss) earnings per share    $(0.03)  $  0.08   $ (0.27)   $ (2.36)
 Diluted (loss) earnings
  per share:
 Earnings (loss) from
  continuing operations           $ 0.04   $  0.17   $ (0.19)   $ (2.24)
 Loss from discontinued
  operations                      $(0.07)  $ (0.09)  $ (0.08)   $ (0.12)
 Net (loss) earnings per share    $(0.03)  $  0.08   $ (0.27)   $ (2.36)

 Weighted average common
   shares outstanding:
    Basic                         19,661    19,669    19,682     19,684
    Diluted                       20,176    20,013    19,682     19,684
</table>

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

21.  RECENTLY ISSUED ACCOUNTING PROUNOUNCEMENTS

     In  August  2001,  the Financial Accounting Standards  Board
     issued Statement of Financial Accounting Standards No.  143,
     "Accounting for Asset Retirement Obligations" ("SFAS  143"),
     effective  for fiscal years beginning after June  15,  2002.
     SFAS  143  requires the fair value of liabilities for  asset
     retirement  obligations to be recognized in  the  period  in
     which  the obligations are incurred if a reasonable estimate
     of  fair  value can be made. The associated asset retirement
     costs are capitalized as part of the carrying amount of  the
     long-lived  asset.   The adoption did not  have  a  material
     effect  on  the Company's consolidated results of operations
     or financial condition.

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

               Not applicable.

Item 9A.  Controls and Procedures.

     (a)   Disclosure  Controls  and  Procedures.  The  Company's
management,  with  the  participation  of  the  Company's   Chief
Executive Officer and Chief Financial Officer, has evaluated  the
effectiveness of the Company's disclosure controls and procedures
(as  such term is defined in Rules 13a-15(e) and 15d-15(e)  under
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act")) as of February 29, 2004, the end of the period covered  by
this annual report. Based on such evaluation, the Company's Chief
Executive  Officer  and  Chief Financial Officer  have  concluded
that,  as  of  the  end of such period, the Company's  disclosure
controls  and procedures are effective in recording,  processing,
summarizing   and  reporting,  on  a  timely  basis,  information
required  to be disclosed by the Company in the reports  that  it
files or submits under the Exchange Act.

     (b)  Internal Control Over Financial Reporting. There has not
been  any change in the Company's internal control over financial
reporting  (as such term is defined in Rules 13a-15(f)  and  15d-
15(f) under the Exchange Act) during the fourth fiscal quarter of
the  fiscal year to which this report relates that has materially
affected,  or  is  reasonably likely to  materially  affect,  the
Company's internal control over financial reporting.


                            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
2004  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
2004  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters.

   The following table provides information as of the end of  the
Company's  most  recent fiscal year with respect to  compensation
plans  (including  individual  compensation  arrangements)  under
which  equity  securities  of  the  Company  are  authorized  for
issuance.

<table>
<caption>
                                                            Number of securities
                       Number of                            remaining available
                       securities                           for future issuance
                       to be issued upon  Weighted-average  under equity
                       exercise of        exercise price    compensation plans
                       outstanding        of outstanding    (excluding
                       options, warrants  options, warrants securities reflected
Plan category          and rights         and rights        in column (A))
- -------------          -----------------  ----------------- --------------------
                            (A)                (B)                  (C)
<s>                       <c>                <c>                  <c>
Equity compensation
approved by plans
security holders (a)      1,396,653           $19.91               705,725

Equity compensation
plans not approved
by security holders (a)       -0-               -0-                  -0-

   Total                  1,396,653           $19.91               705,725
- ---------------
<fn>
(a)The  Company's  only equity compensation plans are  its  2002  Stock
   Option  Plan,  which was approved by the Company's  shareholders  in
   July 2002, and its 1992 Stock Option Plan, which was approved by the
   Company's  shareholders in July 1992. Authority to grant  additional
   options  under  the  1992 Plan expired on March 24,  2002,  and  all
   options  granted under the 1992 Plan will expire in  March  2012  or
   earlier;  and authority to grant additional options under  the  2002
   Plan  will expire on May 21, 2012, and all options granted  to  date
   under the 2002 Plan will expire in January 2014 or earlier.
</table>

       The   other  information  called  for  by  this  Item   is
incorporated  by  reference  to the  Company's  definitive  proxy
statement for the 2004 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
2004  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.

Item 14.  Principal Accountant Fees and Services.

      This information called for by this Item is incorporated by
reference  to  the Company's definitive proxy statement  for  the
2004  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.


                             PART IV

Item 15. Exhibits, Financial Statement Schedules, and      Page
         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    38
             auditors

             Balance Sheets                                 39

             Statements of Operations                       40

             Statements of Stockholders' Equity             41

             Statements of Cash Flows                       42

             Notes  to Consolidated Financial Statements    43
             (1-21)

         (2)Financial Statement Schedules:

             The following additional information should
             be    read    in   conjunction   with   the
             Consolidated  Financial Statements  of  the
             Registrant   described  in  item   15(a)(1)
             above:

             Schedule  II  -  Valuation  and  Qualifying    69
             Accounts

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

         (3)Exhibits:

             The   information  required  by  this  Item
             relating  to  Exhibits to  this  Report  is
             included in the Exhibit Index beginning  on
             page 70 hereof.

         (b)       Reports on Form 8-K.

             (1)  Report on Form 8-K, dated December 23,
             2003, Commission File No. 1-4415, reporting
             in  Item 12 that the Company issued a  news
             release on December 23, 2003 reporting  its
             results  of operations for the fiscal  year
             2004  third quarter ended November 30, 2003
             and  furnishing  the news  release  to  the
             Securities and Exchange Commission pursuant
             to  Item  12  of Form 8-K as  Exhibit  99.1
             thereto.

             (2)  Report on Form 8-K, dated February  4,
             2004, Commission File No. 1-4415, reporting
             in  Item 9 that the Company issued  a  news
             release on February 4, 2004 announcing that
             it  was discontinuing its financial support
             of  Dielektra  GmbH, the  Company's  wholly
             owned   subsidiary  located   in   Cologne,
             Germany,    which    supplies    electronic
             materials   to   European   circuit   board
             manufacturers,  and  furnishing  the   news
             release  to  the  Securities  and  Exchange
             Commission pursuant to Item 9 of  Form  8-K
             as Exhibit 99.1 thereto.


                           SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Act  of  1934, the Registrant has  duly  caused  this
report  to  be signed on its behalf by the undersigned, thereunto
duly authorized.

Date:  May 12, 2004             PARK ELECTROCHEMICAL CORP.


                              By:/s/Brian E. Shore
                                 Brian E. Shore,
                                 President and 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

                      President and Chief
/s/Brian E. Shore     Executive Officer and
Brian E. Shore        Director                     May 12, 2004
                      (principal executive
                      officer)

                      Senior Vice President and
/s/Murray O. Stamer   Chief Financial Officer
Murray O. Stamer      (principal financial and     May 12, 2004
                      accounting officer)

/s/Jerry Shore        Chairman of the Board and
Jerry Shore           Director                     May 12, 2004

/s/Mark S. Ain
Mark S. Ain           Director                     May 12, 2004

/s/Anthony Chiesa
Anthony Chiesa        Director                     May 12, 2004

/s/Lloyd Frank
Lloyd Frank           Director                     May 12, 2004



<table>
                                                  Schedule II
Part 1 of table
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<caption>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                   Column C
     Column A                   Column B          Additions
- -------------------            ---------       --------------------
                               Balance at
                             Beginning of      Costs and
    Description                 Period          Expenses      Other
<s>                          <c>              <c>             <c>
DEFERRED INCOME TAX ASSET
 VALUATION ALLOWANCE:
52 weeks ended
 February 29, 2004           $18,710,000       $ 2,854,000        -
52 weeks ended
 March 2, 2003               $ 3,916,000       $14,794,000        -
53 weeks ended
 March 3, 2002               $ 3,193,000       $   723,000        -
</table>

<table>
     Column A                  Column B             Column C
- -----------------             ---------         --------------
                             Balance at          Charged to
                              Beginning           Cost and
    Description               of Period           Expenses
<s>                         <c>                 <c>
ALLOWANCE FOR
 DOUBTFUL ACCOUNTS:
52 weeks ended
 February 29, 2004            $1,893,000          $ 292,000
52 weeks ended
 March 2, 2003                $1,817,000          $ 366,000
53 weeks ended
 March 3 2002                 $2,074,000          $ 123,000
<fn>
(A) Uncollectable accounts, net of recoveries.
</table>



<table>
                                             Schedule II
Part 2 of table
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<caption>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

     Column A                Column D            Column E
- -----------------            --------            --------
                                                Balance at
                                                  End of
   Description              Reductions            Period
<s>                        <c>                 <c>
DEFERRED INCOME TAX
ASSET VALUATION
ALLOWANCE:
52 weeks ended
 February 29, 2004                 -            $21,564,000
52 weeks ended
 March 2, 2003                     -            $18,710,000
53 weeks ended
 March 3, 2002                     -            $ 3,916,000
</table>

<table>
     Column A                 Column D             Column E
- -----------------             --------             --------
                                Other             Balance at
                        Accounts   Translation      End of
    Description       Written Off   Adjustment      Period
<s>                   <c>          <c>           <c>
                          (A)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS:
52 weeks ended
 February 29, 2004     $ 145,000    $(195,000)    $1,845,000
52 weeks ended
 March 2, 2003         $(286,000)   $  (4,000)    $1,893,000
53 weeks ended
 March 3 2002          $(366,000)   $ (14,000)    $1,817,000
<fn>
(A) Uncollectable accounts, net of recoveries.
</table>



                          EXHIBIT INDEX

Exhibit
Numbers Description                                        Page

3.1     Restated Certificate of Incorporation, dated
        March 28, 1989, filed with the Secretary of State
        of the State of New York on April 10, 1989, as
        amended by Certificate of Amendment of the
        Certificate of Incorporation, increasing the
        number of authorized shares of Common stock from
        15,000,000 to 30,000,000 shares, dated July 12,
        1995, filed with the Secretary of State of the
        State of New York on July 17, 1995, and by
        Certificate of Amendment of the Certificate of
        Incorporation, amending certain provisions
        relating to the rights, preferences and
        limitations of the shares of a series of
        Preferred Stock, date August 7, 1995, filed with
        the Secretary of State of the State of New York
        on August 16, 1995 (Reference is made to Exhibit
        3.01 of the Company's Annual Report on Form 10-K
        for the fiscal year ended March 3, 2002,
        Commission File No. 1-4415, which is incorporated
        herein by reference.)............................   -

3.2     Certificate of Amendment of the Certificate of
        Incorporation, increasing the number of
        authorized shares of Common Stock from 30,000,000
        to 60,000,000 shares, dated October 10, 2000,
        filed with the Secretary of State of the State of
        New York on October 11, 2000...................... -

3.3     By-Laws, as amended May 21, 2002 (Reference is
        made to Exhibit 3.03 of the Company's Annual
        Report on Form 10-K for the fiscal year ended
        March 3, 2002, Commission File No. 1-4415, which
        is incorporated herein by reference.).........     -

4.1     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 filed on August
        10, 1995, Commission File No. 1-4415, which is
        incorporated herein by reference.).............    -

10.1    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 exer
        cising 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, 2002, Commission File No. 1-4415, which
        is incorporated herein by reference.)..........    -

10.2    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 exer
        cising 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, 2002, Commission File No. 1-4415, which
        is incorporated herein by reference.)...........     -

10.3    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,
        2002, Commission File No. 1-4415, which is
        incorporated herein by reference.).............      -

10.3(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 March 3,
        2002, Commission File No. 1-4415, which is
        incorporated herein by reference.)..........         -

10.3(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.)..........       -

10.3(c) Fifth Addendum to Lease dated July 5, 1995 to
        Lease 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, 2002, Commission
        File No. 1-4415, which is incorporated herein by
        reference.)....................................       -

10.4    Lease Agreement dated May 26, 1982 between Nelco
        Products Pte. Ltd. (lease was originally entered
        into by Kiln Technique (Private) Limited, which
        subsequently assigned this lease to Nelco
        Products Pte. Ltd.) and the Jurong Town Cor
        poration regarding real property located at 4 Gul
        Crescent, Jurong, Singapore (Reference is made to
        Exhibit 10.04 of the Company's Annual Report on
        Form 10-K for the fiscal year ended March 3,
        2002, Commission File No. 1-4415, which is
        incorporated herein by reference.).............      -

10.4(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
        10.04 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 10.04(a)
        of the Company's Annual Report on Form 10-K for
        the fiscal year ended March 3, 2002, Commission
        File No. 1-4415, which is incorporated herein by
        reference.)...................................       -

10.5(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.)....................................    -

10.6    Amended and Restated Employment Agreement dated
        February 28, 1994 between the Company and Jerry
        Shore. (Reference is made to Exhibit 10.06 of the
        Company's Annual Report on Form 10-K for the
        fiscal year ended March 3, 2002, Commission File
        No. 1-4415, which is incorporated herein by
        reference. This exhibit is a management contract
        or compensatory plan or arrangement.)...........     -

10.6(a) Amendment No. 1 dated March 1, 1995 to the
        Amended and Restated Employment Agreement dated
        February 28, 1994 (see Exhibit 10.06 hereto)
        between the Company and Jerry Shore. (Reference
        is made to Exhibit 10.06(a) of the Company's
        Annual Report on Form 10-K for the fiscal year
        ended March 3, 2002, Commission File No. 1-4415,
        which is incorporated herein by reference. This
        exhibit is a management contract or compensatory
        plan or arrangement.)..........................      -

10.6(b) Amendment No. 2 dated December 5, 1996 to the
        Amended and Restated Employment Agreement dated
        February 28, 1994 (see Exhibit 10.06 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.)..........................      -

10.6(c) Amendment No. 3 dated October 14, 1997 to the
        Amended and Restated Employment Agreement dated
        February 28, 1994 (see Exhibit 10.06 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.)...........................     -

10.7    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 10.07 of the Company's Annual Report on
        Form 10-K for the fiscal year ended March 3,
        2002, Commission File No. 1-4415, which is
        incorporated herein by reference.).............      -

10.7(a) Amendment to Lease dated December 21, 1992 to
        Lease dated April 15, 1988 (see Exhibit 10.07
        hereto) between FiberCote Industries, Inc. and
        Geoffrey Etherington II regarding real property
        located at 172 East Aurora Street, Waterbury, Con
        necticut (Reference is made to Exhibit 10.07(a)
        of the Company's Annual Report on Form 10-K for
        the fiscal year ended March 3, 2002, Commission
        File No. 1-4415, which is incorporated herein by
        reference.).....................................     -

10.7(b) Letter dated June 30, 1997 from FiberCote
        Industries, Inc. to Geoffrey Etherington II
        extending the Lease dated April 15, 1988 (see
        Exhibit 10.07 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.)......     -

10.8    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 10.08 of the Company's Annual Report
        on Form 10-K for the fiscal year ended March 3,
        2002, Commission File No. 1-4415, which is
        incorporated herein by reference.).............      -

10.8(a) First Amendment to Lease dated October 21, 1994
        to Lease dated August 31, 1989 (see Exhibit 10.08
        hereto) between Nelco Technology, Inc. and
        Cemanudi Associates regarding real property
        located at 1104 West Geneva Drive, Tempe, Arizona
        (Reference is made to Exhibit 10.08(a) of the
        Company's Annual Report on Form 10-K for the
        fiscal year ended March 3, 2002, Commission File
        No. 1-4415, which is incorporated herein by
        reference.)...................................       -

10.10   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.)....................................      -

10.10(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 10.10 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.)....     -

10.12   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.)...      -

10.12(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.)...........     -

10.13   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 10.13 of the Company's Annual Report on
        Form 10-K for the fiscal year ended March 3,
        2002, Commission File No. 1-4415, which is
        incorporated herein by reference.)............     -

10.13(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
        10.13 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 10.13(a) of the
        Company's Annual Report on Form 10-K for the
        fiscal year ended March 3, 2002, Commission File
        No. 1-4415, which is incorporated herein by
        reference.)......................................    -

10.13(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 10.13 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
        10.13(b) of the Company's Annual Report on Form
        10-K for the fiscal year ended March 3, 2002,
        Commission File No. 1-4415, which is incorporated
        herein by reference.)............................     -

10.15   2002 Stock Option Plan of the Company (Reference
        is made to Exhibit 10.01 of the Company's
        Quarterly Report on Form 10-Q for the fiscal
        quarter ended September 1, 2002, Commission File
        No. 1-4415, which is incorporated herein by
        reference. This exhibit is a management contract
        or compensatory plan or arrangement.)...........     -

14.1    Code of Ethics for Chief Executive Officer and
        Senior Financial Officers...............             76

21.1    Subsidiaries of the Company..................        78

23.1    Consent of Ernst & Young LLP.................        79

31.1    Certification of Chief Executive Officer pursuant
        to Exchange Act Rule 13a-14(a) or 15d-14(a).....     80

31.2    Certification of Chief Financial Officer pursuant
        to Exchange Act Rule 13a-14(a) or 15d-14(a).....     82

32.1    Certification of Chief Executive Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002...     84

32.2    Certification of Chief Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002        85








[10k.04el]ll

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>2
<FILENAME>ex14104.txt
<DESCRIPTION>CODE OF ETHICS FOR CEO AND CFO
<TEXT>
                                                          78

                                                Exhibit 14.1


                 PARK ELECTROCHEMICAL CORP.
                       CODE OF ETHICS
  FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
                   ADOPTED ON MAY 6, 2004

The  Company  is  committed to conducting  its  business  in
accordance  with applicable laws, rules and regulations  and
to full and accurate financial disclosure in compliance with
applicable  law.   This Code of Ethics,  applicable  to  the
Company's  Chief Executive Officer, Chief Financial  Officer
and  Controller  (or  persons performing similar  functions)
(together, "Senior Officers"), sets forth specific  policies
related  to the performance by the Senior Officers of  their
duties.

A  Senior  Officer must not only comply with applicable  law
but  also  engage in and promote honest and ethical  conduct
and  abide  by the Code of Business Conduct and  Ethics  and
other  Company  policies  and  procedures  that  govern  the
conduct of the Company's business.

Compliance With Laws, Rules And Regulations

Senior Officers are required to comply with the laws,  rules
and  regulations  that govern the conduct of  the  Company's
business   and   to  report  any  suspected  violations   in
accordance with the section below entitled "Compliance  With
Code Of Ethics."

Conflicts Of Interest

A  Senior  Officer's  obligation to  conduct  the  Company's
business  in  an  honest  and ethical  manner  includes  the
ethical handling of actual or apparent conflicts of interest
between personal and professional relationships.  No  Senior
Officer  shall make any investment, accept any  position  or
benefits,   participate  in  any  transaction  or   business
arrangement  or  otherwise act in a manner that  creates  or
appears  to create a conflict of interest unless the  Senior
Officer makes full disclosure of all facts and circumstances
to,  and  obtains  the prior written approval  of,  (1)  the
General Counsel or the Chair of the Audit Committee  of  the
Board  of  Directors and (2) the Chairman of  the  Board  of
Directors.

Disclosures

It  is  Company policy to make full, fair, accurate,  timely
and   understandable  disclosure  in  compliance  with   all
applicable laws and regulations in all reports and documents
that  the  Company files with, or submits to, the Securities
and   Exchange   Commission  and   in   all   other   public
communications  made  by the Company.  Senior  Officers  are
required to promote compliance with this policy and to abide
by  Company  standards, policies and procedures designed  to
promote compliance with this policy.

Compliance With Code Of Ethics

If  a  Senior  Officer knows of or suspects a  violation  of
applicable  laws,  rules  or regulations  or  this  Code  of
Ethics,  such  Senior Officer must immediately  report  that
information to (1) the General Counsel or any member of  the
Audit  Committee  of  the Board of  Directors  and  (2)  the
Chairman  of the Board of Directors. No one will be  subject
to retaliation because of a good faith report of a suspected
violation.

Violations of this Code of Ethics may result in disciplinary
action,  up to and including discharge.  The Audit Committee
of   the  Board  of  Directors  shall  determine,  or  shall
designate  appropriate  persons  to  determine,  appropriate
action in response to violations of this Code.

Waivers Of Code Of Ethics

If  a Senior Officer desires to seek a waiver of the Code of
Ethics, such Senior Officer must make full disclosure of his
particular circumstances to (1) the General Counsel  or  the
Audit  Committee  of  the Board of  Directors  and  (2)  the
Chairman  of  the  Board  of Directors.  Amendments  to  and
waivers of this Code of Ethics will be publicly disclosed if
and as required by applicable laws and regulations.

No Rights Created

This  Code  of Ethics is a statement of certain  fundamental
principles,   policies  and  procedures  that   govern   the
Company's  Senior Officers in the conduct of  the  Company's
business.   It  is not intended to and does not  create  any
rights  in  any  employee, customer,  supplier,  competitor,
shareholder or any other person or entity.






[exhitib14.1]ll

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>ex21104.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>
                                                          79
                                                EXHIBIT 21.1


         SUBSIDIARIES OF PARK ELECTROCHEMICAL CORP.


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


Name                                Jurisdiction of
                                    Incorporation
Dielektra GmbH                      Germany
FiberCote Industries, Inc.          Connecticut
Nelco Products, Inc.                Delaware
Nelco Products Pte. Ltd.            Singapore
Nelco Products Snd. Bhd.            Malaysia
Nelco Products (Wuxi) Co., Ltd.     China
Nelco S.A.S.                        France
Nelco STS, Inc.                     Delaware
Nelco Technology, Inc.              Delaware
Nelco Technology (Zhuhai FTZ) Ltd.  China
Neltec, Inc.                        Delaware
Neltec S.A.                         France
Neluk, Inc.                         Delaware
New England Laminates Co., Inc.     New York
New England Laminates (U.K.) Ltd.   England
Park Advanced Product Development   Delaware
Corp.
ParkNelco SNC                       France
Technocharge Limited                England










[exhibit21.1-04]ll

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>ex23104.txt
<DESCRIPTION>AUDITORS' CONSENT
<TEXT>
                                                          80
                                                Exhibit 23.1






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
21,   2004   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 29,
2004.




                                   ERNST & YOUNG LLP



New York, New York
May 13, 2004











</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>ex310104.txt
<DESCRIPTION>CERTIFICATION OF CEO
<TEXT>
81

                                                EXHIBIT 31.1


          Certification of Chief Executive Officer
    Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)


I, Brian E. Shore, certify that:

1.   I have reviewed this Annual Report on Form 10-K for the
     fiscal year ended February 29, 2004 of Park Electrochemical
     Corp.;

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state  a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements were
     made, not misleading with respect to the period covered by
     this report;

3.   Based  on  my knowledge, the financial statements,  and
     other financial information included in this report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;

4.   The  registrant's other certifying officer  and  I  are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  designed such disclosure controls and procedures, or
          caused such disclosure controls and procedures to be
          designed under our supervision, to ensure that material
          information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others
          within those entities, particularly during the period in
          which this report is being prepared;
     (b)  evaluated  the  effectiveness of the  registrant's
          disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and
     (c)  disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably
          likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The  registrant's other certifying officer and  I  have
     disclosed, based on our most recent evaluation of internal
     control  over  financial reporting, to the registrant's
     auditors and the audit committee of the registrant's board
     of  directors  (or  persons performing  the  equivalent
     functions):

     (a)  all significant deficiencies and material weaknesses in
          the design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and
     (b)  any  fraud, whether or not material, that involves
          management or other employees who have a significant role in
          the registrant's internal control over financial reporting.



Date:     May 12, 2004




/s/Brian E. Shore____________________
Brian E. Shore
President and Chief Executive Officer
















[exhibit3101]ll

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>6
<FILENAME>ex310204.txt
<DESCRIPTION>CERTIFICATION OF CFO
<TEXT>
83

                                                EXHIBIT 31.2


          Certification of Chief Financial Officer
    Pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)


I, Murray O. Stamer, certify that:

1.   I have reviewed this Annual Report on Form 10-K for the
     fiscal year ended February 29, 2004 of Park Electrochemical
     Corp.;

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state  a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements were
     made, not misleading with respect to the period covered by
     this report;

3.   Based  on  my knowledge, the financial statements,  and
     other financial information included in this report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the registrant as
     of, and for, the periods presented in this report;

4.   The  registrant's other certifying officer  and  I  are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  designed such disclosure controls and procedures, or
          caused such disclosure controls and procedures to be
          designed under our supervision, to ensure that material
          information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others
          within those entities, particularly during the period in
          which this report is being prepared;
     (b)  evaluated  the  effectiveness of the  registrant's
          disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and
     (c)  disclosed in this report any change in the registrant's
          internal control over financial reporting that occurred
          during the registrant's most recent fiscal quarter (the
          registrant's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably
          likely to materially affect, the registrant's internal
          control over financial reporting; and

5.   The  registrant's other certifying officer and  I  have
     disclosed, based on our most recent evaluation of internal
     control  over  financial reporting, to the registrant's
     auditors and the audit committee of the registrant's board
     of  directors  (or  persons performing  the  equivalent
     functions):

     (a)  all significant deficiencies and material weaknesses in
          the design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the registrant's ability to record, process, summarize and
          report financial information; and
     (b)  any  fraud, whether or not material, that involves
          management or other employees who have a significant role in
          the registrant's internal control over financial reporting.



Date:     May 12, 2004



/s/Murray O. Stamer
Murray O. Stamer
Senior Vice President and
Chief Financial Officer













[exhibit3102]ll

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>ex32104.txt
<DESCRIPTION>CERTIFICATION OF CEO
<TEXT>
85

                                                 EXHIBIT 32.1


    Certification of Chief Executive Officer Pursuant to
                   18 U.S.C. Section 1350,
                   as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002


In  connection with the Annual Report on Form  10-K  of  Park
Electrochemical  Corp.(the "Company")  for  the  fiscal  year
ended  February  29,  2004 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  Brian
E.  Shore, as Chief Executive Officer of the Company,  hereby
certifies,  pursuant to 18 U.S.C.  1350, as adopted  pursuant
to   906 of the Sarbanes-Oxley Act of 2002, that, to the best
of his knowledge:

      (1)  The Report fully complies with the requirements of
Section  13(a)  or 15(d) of the Securities  Exchange  Act  of
1934; and

      (2)   The  information contained in the  Report  fairly
presents,  in all material respects, the financial  condition
and results of operations of the Company.




/s/Brian E. Shore
Name:  Brian E. Shore
Title: President and Chief Executive Officer
Date:  May 12, 2004







[Exhibit-32.1-04]ll








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>ex32204.txt
<DESCRIPTION>CERTIFICATION OF CFO
<TEXT>
86

                                                 EXHIBIT 32.2





    Certification of Chief Financial Officer Pursuant to
                   18 U.S.C. Section 1350,
                   as Adopted Pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002


In  connection with the Annual Report on Form  10-K  of  Park
Electrochemical  Corp.(the "Company")  for  the  fiscal  year
ended  February  29,  2004 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"), Murray
O.  Stamer,  as  Senior Vice President  and  Chief  Financial
Officer  of  the  Company, hereby certifies, pursuant  to  18
U.S.C.   1350,  as adopted pursuant to  906 of the  Sarbanes-
Oxley Act of 2002, that, to the best of his knowledge:

      (1)  The Report fully complies with the requirements of
Section  13(a)  or 15(d) of the Securities  Exchange  Act  of
1934; and

      (2)   The  information contained in the  Report  fairly
presents,  in all material respects, the financial  condition
and results of operations of the Company.




/s/Murray O. Stamer
Name:  Murray O. Stamer
Title: Senior Vice President and
       Chief Financial Officer
Date:  May 12, 2004







[Exhibit-32.2-04]ll

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