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<SEC-DOCUMENT>0000076267-05-000009.txt : 20050516
<SEC-HEADER>0000076267-05-000009.hdr.sgml : 20050516
<ACCEPTANCE-DATETIME>20050513174506
ACCESSION NUMBER:		0000076267-05-000009
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20050227
FILED AS OF DATE:		20050516
DATE AS OF CHANGE:		20050513

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:		05830835

	BUSINESS ADDRESS:	
		STREET 1:		48 SOUTH SERVICE ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		6314653600

	MAIL ADDRESS:	
		STREET 1:		48 SOUTH SERVICE ROAD
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>e10k05.txt
<DESCRIPTION>FORM 10-K FYE 2005
<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 27, 2005

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.)

    48 South Service Road, Melville, New York    11747
    (Address of Principal Executive Offices)   (Zip Code)

  Registrant's telephone number, including area code (631)465-3600

  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  $457,505,581   August 27, 2004

      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  19,978,760       May 6, 2005
  share

DOCUMENTS INCORPORATED BY REFERENCE

Proxy  Statement for Annual Meeting of Shareholders  to  be  held
July  20,  2005 incorporated by reference into Part III  of  this
Report.



[cover page 2 of 2 pages]


                        TABLE OF CONTENTS

                                                           Page
PART I

Item 1.   Business.....................................      4

Item 2.   Properties...................................      17

Item 3.   Legal Proceedings............................      17

Item 4.   Submission of Matters to a Vote of Security
          Holders......................................      18
          Executive Officers of the Registrant.........      18

PART II

Item 5.   Market for the Registrant's Common Equity,
          Related Stockholder Matters and Issuer
          Purchases of Equity Securities...............      20
Item 6.   Selected Financial Data......................      21
Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations      23
          Factors That May Affect Future Results.......      39
Item 7A.  Quantitative and Qualitative Disclosures
          About Market Risk.............................     42
Item 8.   Financial Statements and Supplementary Data...     42
Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure........     69
Item 9A   Controls and Procedures.......................     69
Item 9B   Other Information.............................     71

PART III

Item 10.  Directors and Executive Officers of the Registrant 72
          Registrant
Item 11.  Executive Compensation........................     72
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters     72
Item 13.  Certain Relationships and Related Transactions     72
Item 14.  Principal Accountant Fees and Services........     72

PART IV

Item 15   Exhibits and Financial Statement Schedules         73

SIGNATURES..............................................     74


FINANCIAL STATEMENT SCHEDULES

  Schedule II - Valuation and Qualifying Accounts            75

EXHIBIT INDEX............................................    76




                             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, development, production and marketing  of
high-technology   digital   and  RF/microwave   printed   circuit
materials  and advanced composite materials for the  electronics,
military,   aerospace,  wireless  communication,  specialty   and
industrial markets.

     Park's printed circuit materials business operates under the
"Nelco"  and  "Neltec"  names through fully  integrated  business
units  in  Asia, Europe and North America. The Company's  printed
circuit   materials  manufacturing  facilities  are  located   in
Singapore, China, France, New York, Arizona and California.

     Park's advanced composite materials business operates  under
the "FiberCote" name through a fully integrated business unit  in
North   America  with  its  manufacturing  facility  located   in
Waterbury, Connecticut.

      Sales of Park's printed circuit materials were 92% and 94%,
respectively, of the Company's total net sales worldwide  in  the
2005  and  2004  fiscal  years,  and  sales  of  Park's  advanced
composite  materials  were  8%  and  6%,  respectively,  of   the
Company's  total net sales worldwide in the 2005 and 2004  fiscal
years.

     Park  was  founded  in  1954 by Jerry  Shore,  who  was  the
Company's  Chairman of the Board until July 14, 2004 and  who  is
one of the Company's 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.

     COREFIX, EF, INNERLAM, LD, NELCO, NELTEC, PARKNELCO,  RTFOIL
and  SI  are registered trademarks of Park Electrochemical Corp.,
and  ELECTROVUE, FIBERCOTE, PEELCOTE and POWERBOND are common law
trademarks of Park Electrochemical Corp.

              Printed Circuit Materials Operations

      The  Company is a leading global designer and  producer  of
advanced  printed  circuit 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.

     Printed Circuit Materials - Industry Background

      The  printed circuit 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 was 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.  This  manufacturing  facility  is
intended  to  service customers in the Shanghai Nanjing  corridor
and  Guangdong province, which 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.

     Printed Circuit Materials - 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.

      Most of the Company's research and development expenditures
are  attributable to the efforts of its printed circuit materials
operations. In response to the rapid technological changes in the
printed   cirucit  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   ("BT")   epoxies,    non-MDA
polyimides, enhanced polyimides, SIr (Signal Integrity) products,
cyanate  esters and polytetrafluoroethylene ("PTFE") formulations
for radio frequency ("RF")/microwave applications.

      The  Company's  high performance printed circuit  materials
consist of high-speed low-loss materials for digital applications
requiring   increased,  high  bandwidth  signal   integrity,   BT
materials, polyimides for applications that demand extremely high
thermal  performance,  cyanate esters,  and  PTFE  materials  for
RF/microwave systems that operate at frequencies up to 77 GHz.

      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 was 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.

     Printed Circuit Materials - Customers and End Markets

      The  Company's  customers for its advanced printed  circuit
materials  include the leading independent printed circuit  board
fabricators, electronic manufacturing service ("EMS")  companies,
electronic  contract manufacturers ("ECMs") 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 2005 fiscal year, approximately  13.7%
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 12.3% 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  2004  fiscal  year, approximately  16.3%  of  the
Company's  total  worldwide sales from its continuing  operations
were  to  Sanmina  Corporation, and approximately  12.2%  of  the
Company's  total  worldwide sales from its continuing  operations
were to Tyco Printed Circuit Group L.P. During the Company's 2005
and  2004 fiscal years, sales to no other customer of the Company
equaled  or  exceeded 10% of the Company's total worldwide  sales
from continuing operations.

      Although  the  printed cirucit 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 printed circuit materials business.

       The  Company's  printed  circuit  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.

     Printed Circuit Materials - 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  was  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  the  Company  began
utilization  of its higher technology product line  manufacturing
facility  in  Arizona. During the 2005 fiscal year,  the  Company
installed one of its latest generation, high-technology  treaters
in  its  newly  expanded facility in Singapore. In  addition,  as
stated  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 13 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.

     Printed Circuit Materials - Materials and Sources of Supply

      The  principal  materials used in the  manufacture  of  the
Company's   printed  circuit  materials  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.

     Printed Circuit Materials - 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  printed  circuit 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 printed circuit 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 Materials Operations

      The  Company,  through  its  advanced  composite  materials
business  unit, FiberCote Industries, Inc., develops and produces
engineered  composite materials for the aerospace, rocket  motor,
radio frequency ("RF") and specialty industrial markets.

     Advanced Composite Materials - Industry Background

     The advanced composite materials manufactured by the Company
and its competitors are used primarily to fabricate light-weight,
high-strength  structures with specifically designed  performance
characteristics.   Composite  materials  are   typically   highly
specified  combinations of resin formulations and reinforcements.
Reinforcements can be woven fabrics, non-woven goods such as mats
or  felts,  or in some cases unidirectional fibers. Reinforcement
materials are constructed of: E-glass (fiberglass), carbon fiber,
S2  glass,  aramids  such as Kevlarr ("Kevlar"  is  a  registered
trademark of E.I. du Pont de Nemours & Co.) and Twaronr ("Twaron"
is  a  registered trademark of Teijin Twaron B.V.  LLC),  quartz,
polyester, and other synthetic materials. Resin formulations  are
typically  highly  proprietary,  and  include  various   chemical
mixtures.  The Company produces resin formulations using  various
epoxies,  polyesters,  phenolics, bismalimides,  cyanate  esters,
polyimides and other complex matrices. The reinforcement combined
with the resin is referred to as a "prepreg", which is an acronym
for pre-impregnated material. Advanced composite materials can be
broadly  categorized  as either a thermoset or  a  thermoplastic.
While  both  material  types require the  addition  of  heat  and
pressure  to achieve the molecular cross-linking of the matrices,
thermoplastics  can  be  reformed  using  additional   heat   and
pressure.  Once  fully  cured, thermoset  materials  can  not  be
further  reshaped.  The  Company believes  that  the  demand  for
thermoset   advanced   materials  is  greater   than   that   for
thermoplastics  due  to the fact that fabrication  processes  for
thermoplastics  require much higher temperatures  and  pressures,
and  are,  therefore, typically more capital intensive  than  the
fabrication processes for thermoset materials.

     The  advanced  composite materials industry  suppliers  have
historically been large chemical corporations. Over the past  ten
years, the industry has seen considerable consolidation resulting
in  three  relatively large composite materials suppliers  and  a
number of smaller suppliers.

     Composite part fabricators typically will design and specify
a  material specifically to meet the needs of the part's end  use
and  the  fabricators' processing methods. Fabricators  sometimes
work  with  a supplier to develop the specific resin  system  and
reinforcement combination to match the application.  Fabricators'
processing may include hand lay-up or more advanced automated lay-
up (ATL) techniques. Automated lay-up processes include automated
tape   lay-up,  fiber  placement  and  filament  winding.   These
fabrication processes will significantly alter the material  form
purchased.  After the lay-up process is completed,  the  material
will  be  cured  by  the  addition of  heat  and  pressure.  Cure
processes typically include vacuum bag oven curing, high pressure
autoclave,  press forming and in some cases in-situ curing.  Once
the  part  has  been  cured, final finishing  and  trimming,  and
assembly of the structure is performed by the fabricator.

     Advanced Composite Materials - Products

     The  products  manufactured  by the  Company  are  primarily
thermoset curing prepregs. By analyzing the needs of the  markets
in  which  it  participates, and working with its customers,  the
Company has developed proprietary resin formulations to suit  the
needs  of  its  markets. The complex process of developing  resin
formulations   and   selecting  the   proper   reinforcement   is
accomplished  through  a collaborative effort  of  the  Company's
research  and  development resources working with the  customers'
technical  staff.  The Company focuses on developing  a  thorough
understanding  of  its  customers'  businesses,  product   lines,
processes and technical challenges. The Company believes that  it
develops   innovative  solutions  which  utilize  technologically
advanced materials and concepts for its customers.

     The  Company's  products include prepregs manufactured  from
proprietary  formulations  using  modified  epoxies,   phenolics,
polyesters,  cyanate  esters, bismalimides,  polyimides  combined
with   woven,   non-woven,  and  unidirectional   reinforcements.
Reinforcement  materials used to produce the  Company's  products
include   polyacrylonitrile  ("PAN")  and  pitch  based  carbons,
aramids,  E-glass,  S2 glass, polyester, quartz  and  rayon.  The
Company also sells certain specialty fabrics, such as Raycarb C2,
a  carbonized  rayon fabric produced by Snecma Propulsion  Solide
and used mainly in the rocket motor industry.

     Advanced Composite Materials - Customers and End Markets

     The  Company's  advanced composite materials customers,  the
majority  of  which  are  located in the United  States,  include
manufacturers  in  the aerospace, rocket motor, electronics,  RF,
marine  and specialty industrial markets. The Company's 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
either of the last two fiscal years, 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 Company's advanced composite materials business.

     The   Company's  aerospace  customers  are  fabricators   of
aircraft  composite hardware. The materials are used  to  produce
primary and secondary structures, aircraft interiors, and various
other   aircraft  components.  The  majority  of  the   Company's
customers  for  aerospace materials do not produce  hardware  for
commercial aircraft, but for the general and corporate  aviation,
kit aircraft and military segments. The majority of the Company's
customers  for  aerospace products are in the United  States  and
Europe.

     Customers  for the Company's rocket motor materials  include
United States defense prime contractors and subcontractors. These
customers fabricate rocket motors for heavy lift space launchers,
strategic  defense  weapons, tactical motors  and  various  other
applications.  The Company's materials are used to  produce  heat
shields,  exhaust  gas  management devices,  and  insulative  and
ablative nozzle components. Rocket motors are primarily used  for
commercial  and  military  space launch,  and  for  tactical  and
strategic  weapons.  The  Company also has  customers  for  these
materials outside of the United States.

     The  Company sells materials for use in radio frequency (RF)
electrical   applications.  Customers  buying   these   materials
typically  fabricate antennas and radomes engineered to  preserve
electrical signal integrity. A radome is a protective cover  over
an electrical antenna or signal generator. The radome is designed
to  minimize  signal  loss and distortion.  Customers  for  these
products are primarily in the United States and Europe.

     Advanced Composite Materials - Manufacturing

     The  Company's manufacturing facility for advanced composite
materials  is  currently located in Waterbury,  Connecticut.  The
Company  also  produces some products through  the  use  of  toll
coating services at other locations in North America.

     The process for manufacturing composite materials is capital
intensive   and  requires  sophisticated  equipment,  significant
technical know-how very tight process control. The key steps used
in  the  manufacturing process include chemical  reactors,  resin
mixing, reinforcement impregnation, and in some cases resin  film
casting, and solvent drying processes.

     Prepreg  is manufactured by the Company using either solvent
(solution)  coating  methods  on  a  treater  or  by   hot   melt
impregnation.  A  treater  is a roll-to-roll  continuous  process
machine which sequences reinforcement through tension controllers
and   combines   solvated  resin  with  the  reinforcement.   The
reinforcement  is dipped in resin, passed through a  drying  oven
which  removes the solvent and advances (or partially cures)  the
resin. The prepreg material is interleafed with a carrier and cut
to  the  roll  lengths desired by the customer. The Company  also
manufactures  prepreg using hot melt impregnation  methods  which
use  no  solvent. Hot melt prepreg manufacturing is  achieved  by
mixing  a  resin formulation in a heated resin vessel, casting  a
thin  film  on  a carrier paper, and laminating the reinforcement
with  the  resin  film. Additional processing  services  such  as
slitting,  sheeting,  biasing,  sewing  and  cutting   are   also
completed  if  needed  by  the customer.  Many  of  the  products
manufactured  also  undergo extensive testing  of  the  chemical,
physical and mechanical properties of the product. These  testing
requirements  are  completed in the laboratories  and  facilities
located  at  the manufacturing facility. The Company laboratories
have  been approved by several aerospace contractors.   Once  all
the  processing has been completed, the product is inspected  and
packaged  for  shipment  to the customer. The  Company  typically
supplies final product to the customer in roll or sheet form.

      In  the  2006  fiscal year first quarter,  the  Company  is
completing the installation of an additional large treater at its
FiberCote  advanced  composite materials facility  in  Waterbury,
Connecticut,  which will effectively double FiberCote's  treating
capacity.

     Advanced  Composite  Materials - Materials  and  Sources  of
Supply

      The Company designs and manufactures its advanced composite
materials to its own specifications and to the specifications  of
its  customers.  Product  development  efforts  are  focused   on
developing prepreg materials that meet the specifications of  the
customers.  The  materials  used  in  the  manufacture  of  these
engineered  materials  include graphite  and  carbon  fibers  and
fabrics,   Kevlarr,  quartz,  fiberglass,  polyester,   specialty
chemicals,  resins, films, plastics, adhesives and certain  other
synthetic  materials. The Company purchases these materials  from
several  suppliers. Substitutes for many of these  materials  are
not  readily  available,  and demand has  increased  for  certain
materials, such as carbon fiber during the 2005 fiscal year.  The
supply of certain materials was limited during 2005 fiscal  year,
but such limitation did not have a material adverse effect on the
Company's  advanced composite materials business. The Company  is
working globally to determine acceptable alternatives for several
raw materials with limited availability.

     Advanced Composite Materials - Competition

      The  Company has many competitors in the advanced composite
materials  business,  ranging in size from  large,  international
corporations  to  small  regional  producers.  Several   of   the
Company's largest competitors are vertically integrated. In  some
cases,  the  competitor  may also serve  as  a  supplier  to  the
Company.   The  Company competes for business  on  the  basis  of
responsiveness,  product  performance,  innovative  new   product
development, product qualification listing 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 1, 2005, the unfilled portion of all  purchase
orders received by the Company and believed by it to be firm  was
approximately $5,425,000, compared to $8,111,000 at May 2,  2004.
The  backlog  was lower at May 1, 2005 than at May  2,  2004  due
primarily  to the upturn in the Company's business in  the  first
quarter  of  its  2005 fiscal year resulting from  the  temporary
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 27, 2005.

Patents and Trademarks

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

Employees

      At  February  27 2005, the Company had approximately  1,030
employees. Of these employees, 930 were engaged in the  Company's
printed   circuit  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  and  to  approximately 1,200 at the end of the 2004  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 Melville, New York property,  are
used principally as manufacturing and warehouse facilities.

<table>
<caption>
                     Owned                              Size
      Location         or           Use               (Square
                     Leased                           Footage)
  <s>                <c>     <c>                      <c>
  Melville, NY       Leased  Administrative Offices      8,000
  Newburgh, NY       Leased  Electronic Materials      171,000
  Fullerton, CA      Leased  Electronic Materials       95,000
  Anaheim, CA        Leased  Electronic Materials       26,000
  Tempe, AZ          Leased  Electronic Materials       87,000
  Mirebeau, France   Owned   Electronic Materials       81,000
  Lannemezan,France  Owned   Electronic Materials       29,000
  Singapore          Leased  Electronic Materials      128,000
  Kuching, Malaysia  Leased  Electronic Materials       11,000
  Waterbury, CT      Leased  Advanced Composites       100,000
</table>

      The Company believes its facilities and equipment to be  in
good condition and reasonably suited and adequate for its current
needs.  During  the 2005 fiscal year, certain  of  the  Company's
printed  circuit materials 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.

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            53

 Stephen E. Gilhuley   Senior Vice President, Secretary
                       and General Counsel                 60

 Emily J. Groehl       Senior Vice President, Sales        58

 John Jongebloed       Senior Vice President,
                       Global Logistics                    48

 James W. Kelly        Vice President, Taxes and
                       Planning                            48

 Steven P. Schaefer    Senior Vice President, Marketing    44

 Murray O. Stamer      Senior Vice President and Chief
                       Financial Officer                   47

 Gary M. Watson        Senior Vice President,
                       Engineering and Senior Vice
                       President, Asian Business Unit      57

     Mr. Shore has served as a Director of the Company since 1983
and as Chairman of the Board of Directors since July 2004. 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,  Sales  and
Marketing of Park in May 1999 and Senior Vice President, Sales on
March  22,  2005.  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.
The  Company has announced that Ms. Groehl is retiring  from  the
Company effective June 10, 2005.

      Mr.  Jongebloed  was elected Senior Vice President,  Global
Logistics 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. Kelly was elected Vice President, Taxes and Planning of
Park  in March 2001. He had been Director of Taxes of the Company
since May 1997.

      Mr.  Schaefer has been employed by Park since January  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 and Senior Vice President, Marketing on  March
22, 2005. 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. 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.

     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,  Related
        Stockholder  Matters  and  Issuer  Purchases  of   Equity
        Securities.

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

  For the Fiscal Year            Stock Price       Dividends
  Ended February 27, 2005      High       Low      Declared
  First Quarter               $26.70    $21.63       $ .06
  Second Quarter               27.40     20.54       $ .06
  Third Quarter                23.12     19.71       $1.14(a)
  Fourth Quarter               22.67     18.25       $ .00


  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

     (a)   During  the  2005 fiscal year third  quarter,  the
     Company declared its regular quarterly cash dividend  of
     $0.06  per share in September 2004, and in October  2004
     the  Company  announced that its Board of Directors  had
     declared a one-time, special cash dividend of $1.00  per
     share,  payable  December 15, 2004  to  stockholders  of
     record on November 15, 2004, and approved an increase in
     Park's  quarterly cash dividend from $0.06 per share  to
     $0.08  per  share and, at the same time, announced  that
     its  Board  of  Directors also had  declared  a  regular
     fourth  quarter  dividend  of $0.08  per  share  payable
     February 8, 2005 to stockholders of record on January 6,
     2005.

     As of May 6, 2005, there were approximately 1,335 holders of
record of Common Stock.

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

      The  following table provides information with  respect  to
shares  of  the  Company's Common Stock acquired by  the  Company
during  each  month included in the Company's  2005  fiscal  year
fourth quarter ended February 27, 2005.


<TABLE>
<CAPTION>
                                                 Maximum Number
                                  Total Number   (or Approximate
                                  of Shares (or   Dollar Value)
              Total                  Units)       of Shares (or
            Number of   Average   Purchased as   Units) that May
              Shares     Price       Part of         Yet Be
               (or     Paid per     Publicly     Purchased Under
  Period      Units)   Share (or    Announced     the Plans or
            Purchased    Unit)      Plans or        Programs
                                    Programs
<s>               <c>      <c>           <c>       <c>
November 29
- -December 31        0       -           0

January 1-31        0       -           0

February 1-27       0       -           0

Total               0       -           0           2,000,000(a)
</TABLE>

   (a)Aggregate  number of shares available to  be  purchased
   by  the Company pursuant to a share purchase authorization
   announced   on   October  20,  2004.  Pursuant   to   such
   authorization, the Company is authorized to  purchase  its
   shares  from  time  to  time on  the  open  market  or  in
   privately negotiated transactions.

Item 6.   Selected Financial Data.

      The  following selected consolidated financial data of Park
and its subsidiaries is qualified by reference to, and should  be
read  in conjunction with, the consolidated financial statements,
related  notes,  and  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations contained elsewhere
herein.   Insofar  as  such  consolidated  financial  information
relates to the five fiscal years ended February 27, 2005  and  is
as  of  the  end  of  such periods, it is derived  from  the  con
solidated financial statements for the fiscal year ended February
27,  2005  and  as  of such date audited by Grant  Thornton  LLP,
independent   auditor,   and  from  the  consolidated   financial
statements for the four fiscal years ended February 29, 2004  and
as  of  such  dates  audited by Ernst &  Young  LLP,  independent
auditor. The consolidated financial statements as of February 27,
2005 and February 29, 2004 and for the three years ended February
27, 2005, together with the independent auditors' reports for the
three years ended February 27, 2005, appear in Item 8 of Part  II
of this Report.




<table>
<caption>
                                             Fiscal Year Ended
                                (In thousands, except per share amounts)
                             February 27, February 29, March 2, March 3, February 25,
                                2005         2004        2003     2002     2001
<s>                            <c>          <c>         <c>       <c>      <c>
STATEMENTS OF EARNINGS INFORMATION:

Net sales                       $211,187   $194,236   $195,578  $201,681  $469,121
Cost of sales                    167,937    161,536    168,921   185,014   355,400
Gross profit                      43,250     32,700     26,657    16,667   113,721
Selling, general and
 administrative expenses          26,960     27,962     27,157    33,668    47,683
Gain on Delco lawsuit (Note 19)        -    (33,088)         -         -         -
Asset impairment charge (Note 13)      -          -     49,035         -         -
Restructuring and severance
 Charges (Note 10)                   625      8,469      4,794       806         -
Gain on insurance settlement
 (Note 11)                        (4,745)
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           -          -          -    15,707         -
Earnings (loss)from operations    20,410     29,786    (51,159)  (33,514)   66,038
Interest and other income, net     3,386      2,958      3,260     5,373     2,720
Earnings (loss) from continuing
 operations before income taxes   23,796     32,744    (47,899)  (28,141)   68,758
Income tax provision (benefit)
 from continuing operations        2,191      2,835     (4,035)  (10,727)   20,963
Earnings (loss) from continuing
 operations                       21,605     29,909    (43,864)  (17,414)   47,795
Earnings (loss) from discontinued
 operations, net of taxes (Note 9)     -    (33,761)    (6,895)   (8,105)    1,624
Net earnings (loss)             $ 21,605   $ (3,852)  $(50,759) $(25,519)  $49,419

Basic earnings (loss) per share:
Earnings (loss) from continuing
 operations                       $ 1.09   $   1.51   $  (2.23) $  (0.89)  $  3.00
(Loss) earnings from discontinued
  operations, net of tax               -      (1.71)     (0.35)    (0.42)     0.10
Basic earnings (loss) per share   $ 1.09   $  (0.20)  $  (2.58) $  (1.31)  $  3.10

Diluted earnings (loss) per share:
Earnings (loss) from continuing
 operations                       $ 1.08   $   1.50   $  (2.23)  $ (0.89)  $  2.57
(Loss) earnings from discontinued
 operations, net of tax                -      (1.69)     (0.35)    (0.42)     0.08
Diluted earnings (loss) per share $ 1.08   $  (0.19)  $  (2.58)  $  (1.31) $  2.65

Cash dividends per common share   $ 1.26   $   0.24   $   0.24   $   0.24  $  0.23
share

Weighted average number of
 common shares outstanding:
 Basic                            19,879     19,754     19,674     19,535    15,932
 Diluted                          20,075     19,991     19,674     19,535    20,002

BALANCE SHEET INFORMATION:
Working capital                 $201,501   $197,453   $170,274   $167,000   $188,511
Total assets                     307,311    311,070    301,542    360,644    430,581
Long-term debt                         -          -          -          -     97,672
Stockholders' equity             242,857    243,896    245,701    292,546    228,906
<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 global advanced materials company which develops,
manufactures and markets high technology digital and RF/microwave
printed  circuit materials and advanced composite  materials  for
the  electronics,  military, aerospace,  wireless  communication,
specialty  and  industrial markets. The  Company's  manufacturing
facilities  are  located  in Singapore,  China  (currently  under
construction),  France (two facilities), Connecticut,  New  York,
Arizona and California. The Company operates under the FiberCote,
Nelco and Neltec names.

      The  global electronics manufacturing industry,  which  had
become  extremely and unsustainably overheated in the  1990s  and
into calendar year 2000, collapsed in calendar year 2001, and has
not recovered since that collapse. The Company believes that that
industry  has become a mature industry, and the Company does  not
expect  significant non-cyclical, sustainable  growth  from  that
industry  in  the future. Although the condition  of  the  global
markets  for  the  Company's printed circuit  materials  products
improved somewhat in the second half of the 2004 fiscal year  and
the first half of the 2005 fiscal year, those markets weakened in
the  second half of the 2005 fiscal year. However, the  Company's
sales increased during the 2005 fiscal year, with increased sales
of  printed circuit materials and advanced composite materials in
all regions.

       While  the  Company's  sales  from  continuing  operations
increased modestly in the 2005 fiscal year compared to  the  2004
fiscal  year,  the Company's net earnings increased significantly
in the 2005 fiscal year compared to the Company's net profit from
continuing  operations and net earnings in the 2004 fiscal  year.
The  Company's earnings from continuing operations were  less  in
the  2005  fiscal  year than in the 2004 fiscal  year  preimarily
because of the $33.1 million pre-tax gain in the 2004 fiscal year
related  to  the  payment  by  Delco Electronics  Corporation,  a
subsidiary  of  General Motors Corp. ("Delco"), of  the  judgment
against  Delco  in  favor  of  the  Company's  subsidiary,  Nelco
Technology, Inc. ("NTI").

       Despite  anemic  conditions  in  almost  all  markets  for
sophisticated  printed  circuit materials,  the  Company's  gross
profit in the 2005 fiscal year was significantly greater than its
gross profit in the 2004 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.

      The  increases in sales and profits during the 2005  fiscal
year  compared  to  the  2004 fiscal  year  were  the  result  of
increases  in  sales  by  nearly all  the  Company's  operations,
although  the  improvements  were  attributable  principally   to
increases  in  sales  of  the Company's high  technology  printed
circuit   materials,   cost   reductions   resulting   from   the
realignments  of  the Company's volume printed circuit  materials
operations  in  the 2005 and 2004 fiscal years and  increases  in
sales  by  the  Company's FiberCote advanced composite  materials
business.

     The  printed  circuit materials industry  began  to  improve
slightly  at  the end of the 2004 fiscal year second quarter  and
continued  to  improve in the 2004 fiscal year third  and  fourth
quarters and in the 2005 fiscal year first quarter. However,  the
printed circuit materials industry slowed down to some extent  in
the  2005 fiscal year second quarter. Consequently, sales of  the
Company's  printed circuit materials operations declined  in  the
third and fourth quarters of the 2005 fiscal year compared to the
third  and fourth quarters of the 2004 fiscal year. Although  the
global  markets  for  the  Company's  printed  circuit  materials
improved to some degree during September 2004, those markets were
anemic   during   the   remainder  of  the  2005   fiscal   year.
Consequently,  sales of the Company's printed  circuit  materials
continuing operations declined in the 2005 fiscal year third  and
fourth quarters compared to the 2005 fiscal year first and second
quarters  and compared to the 2004 fiscal year third  and  fourth
quarters.    However,    the   military,   aerospace,    wireless
communication and industrial markets for the Company's  FiberCote
advanced  composite  materials business were healthy  during  the
2005  fiscal year third quarter, with particular strength  coming
from  the  rocket motor, airframe and radome components of  those
markets,  and,  as  a  result, sales of  the  Company's  advanced
composite materials increased in each quarter of the 2005  fiscal
year compared to the comparable period in the prior fiscal year.

     While  the global markets for the Company's printed  circuit
materials continue to be very difficult to forecast, the  Company
believes  that  the  condition of  the  global  markets  for  the
Company's printed circuit materials in the 2006 fiscal year first
quarter  is  similar to the condition of such markets during  the
2005  fiscal  year third and fourth quarters. On the other  hand,
the  military, aerospace and specialty applications  markets  for
the Company's advanced composite materials business continues  to
be  healthy  during  the  2006 fiscal year  first  quarter,  with
particular strength coming from the rocket motor, unmanned aerial
vehicle and commercial aircraft components of those markets.  The
Company  believes  that  the markets for its  advanced  composite
materials will continue to be healthy during the 2006 fiscal year
first quarter.

     The  Company  continues to invest its  human  and  financial
resources  in  the  higher  technology portions  of  its  printed
circuit   materials  business  and  in  its  advanced   composite
materials  business.  During the 2005 fiscal  year,  the  Company
installed one of its latest generation, high-technology  treaters
in  its newly expanded facility in Singapore, and the Company  is
completing the installation of an additional large treater at its
FiberCote  advanced  composite materials facility  in  Waterbury,
Connecticut,  which will effectively double FiberCote's  treating
capacity.

      While  the  Company continued to expand and invest  in  its
business  in Asia during the 2005 fiscal year, it made additional
adjustments  to its volume printed circuit materials  businesses,
particularly  in  North  America,  which  resulted  in  workforce
reductions  at  the Company's North American and European  volume
printed  circuit materials operations as a result  of  which  the
Company recorded pre-tax charges of $0.6 million in the Company's
2005  fiscal  year third quarter. In addition, in May  2005,  the
Company  announced that it was reducing the size of the workforce
at  its  Neltec Europe SAS subsidiary in Mirebeau, France,  as  a
result of further deterioration of the European market for  high-
technology  printed  circuit materials and  that  it  expects  to
record a one-time termination benefits charge of approximately $1
million during the 2006 fiscal year first quarter ending May  29,
2005.

      In  the  2005  fiscal year third quarter, the Company  also
settled an insurance claim for property and business interruption
losses  sustained by the Company in Singapore as a result  of  an
explosion  in  one  of  the four treaters located  at  its  Nelco
manufacturing facility in Singapore and recorded a  pre-tax  gain
of $4.7 million as a result of the settlement.

      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,   and  completed  the  construction  of  its   facility
expansion in Singapore.

      During  the first half of the 2004 fiscal year, the Company
realigned  its  North American volume printed  circuit  materials
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 workforce reductions  at
the  Company's New York facility and 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  portion
of  the  New  York  facility was mothballed. The realignment  was
designed to help the Company achieve improved operating and  cost
efficiencies  in  its  North  American  volume  printed   circuit
materials operations 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 volume printed circuit materials operations and  related
workforce  reductions,  the  Company  recorded  pre-tax   charges
totaling  $1.9  million and $6.5 million in  the  Company's  2004
fiscal  year first quarter and second quarter, respectively.  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  had  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 continues to service the higher technology  European
digital  and  RF circuit board markets through its Neltec  Europe
SAS  business  located in Mirebeau, France,  and  its  Neltec  SA
business located in Lannemezan, France.

     In accordance with generally accepted accounting principles,
the  Company  treated  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, and 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. The Company's sales for the 2005 fiscal  year
did  not  include  any sales by Dielektra, and Dielektra  had  no
impact  on  the Company's results of operations during  the  2005
fiscal year. Furthermore, the Company's sales from its 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.   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  volume
printed  circuit materials 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,  12
and  13 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 Neltec 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 13 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, and the Company's wholly owned subsidiary,
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 pre-tax  gain  of  $33.1
million  in the 2004 fiscal year second quarter related  to  such
payment.  See  Note  19  of the Notes to  Consolidated  Financial
Statements  in  Item 8 of Part II of this Report  for  additional
information regarding 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, which include special items, such as
realignment and severance charges and the gains on the  insurance
claim  settlement, the Delco lawsuit and the sale of real estate.
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, since the Company's  on-going,
normal  business  operations do not include such  special  items.
Such  non-GAAP financial measures are provided to supplement  the
results provided in accordance with GAAP.

Fiscal Year 2005 Compared with Fiscal Year 2004:

      The  Company's sales of both its printed circuit  materials
and its advanced composite materials increased in the fiscal year
ended  February  27,  2005  compared to  the  fiscal  year  ended
February 29, 2004, after a slight decline in the Company's  sales
of  printed circuit materials in the 2004 fiscal year compared to
the  2003  fiscal year. The increase in sales of printed  circuit
materials   was   accomplished  despite  the   continued   anemic
conditions in the North American and European markets and,  to  a
lesser   extent,  in  the  Asian  markets  for  printed   circuit
materials.

      The  increased sales in the 2005 fiscal year and a  further
improvement  in  the Company's gross profit margin  in  the  2005
fiscal  year,  following a substantial improvement  in  the  2004
fiscal  year compared to the 2003 and 2002 fiscal years,  enabled
the  Company's continuing operations to generate a  larger  gross
profit than in the prior fiscal year.

      The  Company's  gross profit in the 2005  fiscal  year  was
substantially  higher than the gross profit in the  prior  fiscal
year as a result of increased sales, the Company's reductions  of
its  costs  and expenses and higher percentages of sales  by  the
Company  of  its  higher margin, high technology printed  circuit
materials and advanced composite materials. These improvements in
gross  profits  occurred despite slightly lower levels  of  total
sales  in the 2005 fiscal year fourth quarter than in the  fourth
quarter  of  the 2004 fiscal year and lower levels  of  sales  of
printed  circuit  materials in the 2005  fiscal  year  third  and
fourth quarters than in the comparable periods of the 2004 fiscal
year  and than in the 2005 fiscal year first and second quarters.
In   addition,   the  operating  inefficiencies  resulting   from
operating  certain  facilities at  levels  below  their  designed
manufacturing  capacities  and  the  competitive  pressures  that
existed  in  the  2004 fiscal year persisted in the  2005  fiscal
year.

      The Company's financial results of operations were enhanced
by  the pre-tax gain of $4.7 million that the Company recorded in
the  2005 fiscal year third quarter resulting from its settlement
of  an  insurance  claim  for property and business  interruption
losses  sustained by the Company in Singapore as a result  of  an
explosion in November 2002 in one of the four treaters located at
its  Nelco  manufacturing facility in Singapore, which  was  only
partially offset by the pre-tax charges of $0.6 million that  the
Company recorded in the 2005 fiscal year third quarter related to
workforce reductions at the Company's North American and European
volume printed circuit materials operations.

      Operating  results  of  the  Company's  advanced  composite
materials business improved during the 2005 fiscal year primarily
as  a  result of higher sales volumes related to strength in  the
rocket  motor and airframe components of the military, aerospace,
wireless   communication  and  industrial  markets  for  advanced
composite  materials. Sales of the FiberCote  advanced  composite
materials  business unit increased to 8% of the  Company's  total
net  sales worldwide in the 2005 fiscal year compared with 6%  of
the Company's total net sales worldwide in the 2004 fiscal year.

     Results of Operations

      Net  sales  from continuing operations for the fiscal  year
ended  February  27,  2005 increased 9% to  $211.2  million  from
$194.2  million for the fiscal year ended February 29, 2004.  The
increase  in net sales from continuing operations was the  result
of increased sales by the Company's operations in all regions and
increased sales of the Company's high technology printed  circuit
materials  and  an  increase in sales of the  Company's  advanced
composite materials.

     The Company's foreign operations accounted for $94.1 million
of  sales, or 45% of the Company's total net sales worldwide from
continuing operations, during the 2005 fiscal year, compared with
$88.2 million of sales, or 45% of total net sales worldwide  from
continuing  operations, during the 2004 fiscal year and  40%  and
34%,  respectively, of total net sales worldwide from  continuing
operating  during the 2003 and 2002 fiscal years.  Sales  by  the
Company's   foreign  operations  during  the  2005  fiscal   year
increased  from  the 2004 fiscal year as sales by  the  Company's
operations in both Singapore and France increased.

      For  the fiscal year ended February 27, 2005, the Company's
sales  in  North America, Asia and Europe were 55%, 29% and  16%,
respectively, of the Company's total net sales worldwide compared
with the same percentages for the fiscal year ended February  29,
2004.  The  Company's sales in North America increased  10%,  its
sales  in Asia increased 7% and its sales in Europe increased  7%
in the 2005 fiscal year over the 2004 fiscal year.

      The  overall gross profit as a percentage of net sales  for
the  Company's worldwide continuing operations improved to  20.5%
during  the 2005 fiscal year compared with 16.8% during the  2004
fiscal  year.  The  improvement in the gross  profit  margin  was
attributable  to  reduced  operating  costs  resulting  from  the
realignments  of  the  Company's North  American  volume  printed
circuit  materials operations in the 2005 and 2004  fiscal  years
and   higher   percentages  of  sales  of  higher  margin,   high
temperature  printed  circuit materials  and  advanced  composite
materials.  High temperature printed circuit materials  accounted
for  94%  of  the  Company's total net printed circuit  materials
sales  worldwide from continuing operations for the  2005  fiscal
year compared with 89% for the prior fiscal year. The improvement
in  the gross profit margin during the 2005 fiscal year also  was
attributable to increased sales of the Company's printed  circuit
materials and the Company's advanced composite materials from the
2004  fiscal  year, which were only partially offset by  slightly
lower  levels  of  total  sales in the 2005  fiscal  year  fourth
quarter  than  in the 2004 fiscal year fourth quarter  and  lower
levels  of sales of electronic materials in the 2005 fiscal  year
third and fourth quarters than in the 2004 fiscal year comparable
quarters  and  than  in  the 2005 fiscal year  first  and  second
quarters.  In  addition,  the operating inefficiencies  resulting
from  operating certain facilities at levels below their designed
manufacturing  capacities  and  the  competitive  pressures  that
existed  in  the  2004 fiscal year persisted in the  2005  fiscal
year.

      During  the  fiscal  year  ended  February  27,  2005,  the
Company's  total net sales worldwide of high temperature  printed
circuit  materials,  which  included high  performance  (non-FR4)
materials, were 94% of the Company's total net sales worldwide of
printed  circuit  materials, compared with 89%  for  last  fiscal
year;  while  the  Company's net sales of such  high  temperature
printed  circuit  materials in North  America  were  95%  of  the
Company's total net sales of printed circuit materials  in  North
America,  compared  with  92%  for  last  fiscal  year;  and  the
Company's net sales of such materials in Asia and Europe combined
were  93%  of  the  company's total net sales of printed  circuit
materials in Asia and Europe combined, compared with 87% for last
fiscal year.

      The  Company's  high temperature printed circuit  materials
include  its high performance (non-FR4) materials, which  consist
of   high-speed  low-loss  materials  for  digital   applications
requiring increased, high bandwidth signal integrity, bismalimide
triazine("BT") materials, polyimides for applications that demand
extremely   high   thermal  performance,  cyanate   esters,   and
polytetrafluoroethylene  ("PTFE")  materials   for   RF/microwave
systems that operate at frequencies up to 77GHz.

      During  the  fiscal  year  ended  February  27,  2005,  the
Company's total net sales worldwide of high performance (non-FR4)
printed  circuit  materials were 35% of the Company's  total  net
sales  worldwide of printed circuit materials, compared with  27%
for  last fiscal year; while the Company's net sales of such high
performance printed circuit materials in North America  were  44%
of  the Company's total net sales of printed circuit materials in
North  America, compared with 36% for last fiscal year;  and  the
Company's net sales of such materials in Asia and Europe combined
were  27%  of  the  Company's total net sales of printed  circuit
materials in Asia and Europe combined, compared with 21% for last
fiscal year.

     The  Company's  cost of sales increased in the  2005  fiscal
year  compared  to  the prior fiscal year in  support  of  higher
production  volumes  compared  to  the  prior  fiscal  year,  but
decreased  as  a  percentage of sales as a  result  of  personnel
reductions   and  cost  savings  resulting  from  the   Company's
realignment   of  its  North  American  volume  printed   circuit
materials   operations,   and  other  cost   reduction   measures
implemented  by  the Company, including workforce reductions  and
the reduction of overtime.

      Selling,  general  and  administrative  expenses  decreased
during  the 2005 fiscal year compared with the 2004 fiscal  year,
as  these expenses, measured as a percentage of sales, were 12.8%
during  the 2005 fiscal year compared with 14.4% during the  2004
fiscal  year. The decrease in selling, general and administrative
expenses in the 2005 fiscal year resulted from the higher  volume
of  sales, lower shipping costs incurred by the Company  to  meet
its  customers'  customized manufacturing  and  quick-turn-around
requirements  and cost reductions resulting from the  realignment
of the Company's volume printed circuit materials operations.

      In the 2005 fiscal year third quarter, the Company recorded
a  pre-tax gain of $4.7 million resulting from the settlement  of
an  insurance claim for property and business interruption losses
sustained by the Company in Singapore as a result of an explosion
in November 2002 in one of the four treaters located at its Nelco
manufacturing  facility in Singapore. In the  same  quarter,  the
Company  also  recorded  pre-tax  charges  of  $0.6  million  for
severance  payments resulting from workforce  reductions  at  the
Company's North American and European FR-4 business operations.

      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 had 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 of the judgment against Delco in favor  of  the
Company's  subsidiary,  NTI, 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.

        Interest  and  other income, net, principally  investment
income,  increased 14% to $3.4 million for the 2005  fiscal  year
from  $3.0  million  for the 2004 fiscal year.  The  increase  in
investment  income  was  attributable  to  an  increase  in  cash
available  for  investment and higher prevailing  interest  rates
during  the  2005  fiscal  year. The Company's  investments  were
primarily short-term taxable instruments. The Company incurred no
interest expense during the 2005, 2004 or 2003 fiscal years.  See
"Liquidity and Capital Resources" elsewhere in this Item 7.

      The  Company's effective income tax rate was 9.2%  for  the
2005  fiscal year compared to 8.7% for the 2004 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 2005 fiscal year was 8.0% compared to 8.6% for the
2004 fiscal year.

      For the reasons set forth above, the Company's net earnings
from  continuing  operations for the 2005 fiscal year,  including
the  pre-tax  gain described above resulting from  the  insurance
settlement and the pre-tax charges described above for  severance
payments resulting from workforce reductions, were $21.6  million
compared  with  net earnings from continuing operations  for  the
2004  fiscal  year of $29.9 million, including the pre-tax  gains
described above resulting from the sale of real estate in England
and  the payment by Delco of the judgment in favor of NTI 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.  The net impacts  of  the  gains  and  the
charges  described above were to increase the net  earnings  from
continuing  operations by $3.5 million for the 2005  fiscal  year
and by $22.9 million for the 2004 fiscal year.

      The Company reported net earnings of $21.6 million for  the
2005 fiscal year, including the gain and charges described above,
and  a  net  loss  of  $3.9 million for  the  2004  fiscal  year,
including the gains and charges described above and the loss from
the discontinued Dielektra operations.

      Basic  and  diluted  earnings  per  share  from  continuing
operations, including the gain and charges described above,  were
$1.09 and $1.08 per share, respectively, for the 2005 fiscal year
compared  to basic and diluted earnings per share from continuing
operations of $1.51 and $1.50 per share, respectively,  including
the  gains and charges described above, for the 2004 fiscal year.
The net impacts of the gains and charges described above were  to
increase the basic and diluted earnings per share from continuing
operations by $0.18 for the 2005 fiscal year and by $1.15 for the
2004 fiscal year.

     The basic and diluted losses 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.

Fiscal Year 2004 Compared with Fiscal Year 2003:

     The Company's volume printed circuit materials 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 the Company's 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 printed circuit materials  and
advanced composite materials. These improvements in gross profits
occurred  despite  slightly  lower levels  of  sales  of  printed
circuit  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 volume  printed
circuit materials 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 of the judgment against Delco  in
favor of NTI 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 volume printed circuit materials operations in the
first and second quarters.

       In   the   2004  fiscal  year,  the  Company  reclassified
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.

      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  volume printed circuit materials 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  printed  circuit  materials  and  advanced
composite   materials,  as  high  temperature   printed   circuit
materials accounted for 89% of total net printed circuit material
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  volume  printed   circuit
materials  operations, 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
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 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  of the judgment against Delco in favor of NTI  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
volume printed circuit materials 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.  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.

        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 or 2003 fiscal years. See "Liquidity  and
Capital Resources" elsewhere in this Item 7.

      The  Company's  effective income tax  rate  for  continuing
operations  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.

      For the reasons set forth above, the Company's net earnings
from  continuing operations for the 2004 fiscal year  were  $29.9
million,  including the pre-tax gains described  above  resulting
from  the sale of real estate in England and the payment by Delco
of the judgment in favor of NTI and the pre-tax charges described
above  related to the realignment of the Company's North American
volume printed circuit materials operations and related workforce
reductions.  This  compares  with  a  net  loss  from  continuing
operations  of $43.9 million 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 and  the  gain
described above related to the sale of DPI. The net impact of the
gains  and  charges described above was to increase the  earnings
from  continuing  operations for the 2004 fiscal  year  by  $22.9
million.  The  net loss from continuing operations for  the  2003
fiscal year included a net, after-tax charge of $47.5 million for
the pre-tax gain and the pre-tax charges described 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  loss from discontinued operations of $33.8 million, and a  net
loss  of  $50.8  million for the 2003 fiscal year, including  the
gain  and  charges  described above and a loss from  discontinued
operations of $6.9 million.

      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. The net impacts of the gains and charges  described
above  were to increase the basic and diluted earnings per  share
from continuing operations for the 2004 fiscal year by $1.15. For
the 2003 fiscal year, the basic and diluted losses per share each
included a per share loss of $2.41 due to the net impact  of  the
charges and gain described above.

     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.

Liquidity and Capital Resources:

      At  February  27,  2005, the Company's cash  and  temporary
investments were $189.6 million compared with $189.2  million  at
February 29, 2004, the end of the Company's 2004 fiscal year. The
Company's  working  capital (which includes  cash  and  temporary
investments)  was  $201.5 million at February 27,  2005  compared
with $197.5 million at February 29, 2004. The increase in working
capital at February 27, 2005 compared with February 29, 2004  was
due   principally  to  higher  inventories  and   lower   accrued
liabilities,  offset in part by higher income taxes payable.  The
increase  in  inventories  at February  27,  2005  compared  with
February 29, 2004 was attributable mainly to an increase  in  raw
material  stocks required by higher production and sales volumes,
especially FiberCote's sales of advanced composite materials  for
aerospace  applications, during the 2005 fiscal year.  The  lower
accrued   liabilities  were  the  result   principally   of   the
elimination  of  the  reserve  for  self-insured  medical   costs
resulting  from  the  substitution  of  a  fully-insured  medical
program  for  the self-insured program and the reduction  in  the
restructuring accrual due to payments made during the 2005 fiscal
year.  The  increase  in  income taxes payable  was  attributable
mainly  to the receipt of a $3.8 million income tax refund during
the  first quarter of the 2005 fiscal year. The Company's current
ratio  (the  ratio of current assets to current liabilities)  was
5.8  to 1 at February 27, 2005 compared with 5.6 to 1 at February
29, 2004.

     During the 2005 fiscal year, net earnings from the Company's
operations,  before  depreciation  and  amortization,  of   $31.8
million and a net increase in working capital items, resulted  in
$27.7  million  of  cash provided by operating  activities.  This
increase  in cash provided by operating activities was  partially
offset  by  $25.1  million of dividends  paid  during  the  year,
including  a  special cash dividend of $19.9 million paid  during
the  2005  fiscal year fourth quarter.  Cash dividends paid  were
$4.7  million  during each of the prior two  fiscal  years.   Net
earnings excluding $12.0 million of depreciation and amortization
and  $21.3  million  of non-cash impairment  charges  related  to
discontinued  operations, but including a $33.1  million  pre-tax
gain  on  the lawsuit with Delco, were $29.5 million in the  2004
fiscal  year  and resulted in $32.3 million of cash  provided  by
operating  activities.  For the 2003 fiscal  year,  net  earnings
excluding  $18.0  million of depreciation  and  amortization  and
$52.4   million   of   non-cash  fixed   asset   impairment   and
restructuring  charges were $19.6 million and resulted  in  $16.2
million of cash provided by operating activities.

     Net expenditures for property, plant and equipment were $3.3
million, $2.4 million and $6.4 million in the 2005, 2004 and 2003
fiscal  years,  respectively. During the 2003  fiscal  year,  the
Company  sold  its  Dielectric Polymers, Inc. subsidiary  for  $5
million.

      The  Company  resolved with Royal Sun & Alliance  Insurance
(Singapore)  Limited the Company's property damage  and  business
interruption  insurance claim resulting from the explosion  in  a
treater at the Company's subsidiary in Singapore on November  27,
2002,  and the Company received $5.8 million in cash and recorded
a $4.7 million pre-tax gain in the 2005 fiscal year third quarter
as  a  result  of  such resolution. The Company has  initiated  a
lawsuit against CNA Insurance Co. to resolve the Company's  claim
for  business interruption damages in the United States resulting
from the explosion.

      At February 27, 2005 and February 29, 2004, 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 $2.5 million  to
secure  the Company's obligations under its workers' compensation
insurance  program and certain limited energy purchase  contracts
intended to protect the Company from increased utilities costs.

     As   of   February  27,  2005,  the  Company's   significant
contractual  obligations, including payments due by fiscal  year,
were as follows:
<TABLE>
<CAPTION>
Contractual Obligations
(Amounts in thousands)    Total    2006    2007-   2009-  2011 and
                                           2008    2010  thereafter
<s>                     <c>      <c>     <c>      <c>     <c>
Operating lease
 obligations            $11,864   $1,873  $2,786  $2,478   $4,717
Purchase obligations        276      276       -       -        -
                        -------   ------  ------  ------   -------
Total                   $12,140   $2,149  $2,796  $2,478    $4,717
</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 2005, 2004 and 2003 fiscal years, the Company charged
approximately  $0.0  million,  $0.0  million  and  $0.1  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  27,
2005,  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 the same
recorded  liabilities for environmental matters at  February  29,
2004.

      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.

     Revenue Recognition

     Sales revenue is recognized at the time title to product  is
transferred  to  a customer. All material sales transactions  are
for  the  shipment of manufactured prepreg and laminate  products
and  advanced composite materials. The Company ships its products
to  customers based upon firm orders, with fixed selling  prices,
when collection is reasonably assured.

     Sales Allowances

      The  Company  provides  for the estimated  costs  of  sales
allowances  at  the time such costs can be reasonably  estimated.
The  Company's  products are made to customer specifications  and
tested  for  adherence to such specifications before shipment  to
customers.  There  are no future performance  requirements  other
than  the  products'  meeting  the  agreed  specifications.   The
Company's  bases for providing sales allowances for  returns  are
known  situations  in  which products  may  have  failed  due  to
manufacturing  defects in the products supplied by  the  Company.
The  Company  is  focused on manufacturing  the  highest  quality
printed   circuit  materials  and  advanced  composite  materials
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.  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.

     Allowance for 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

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

     The  Company recorded significant charges in connection with
the  realignment  of its North American FR-4 business  operations
during the fiscal years ended February 29, 2004 and March 2, 2003
and,  to  a lesser extent, during the fiscal year ended  February
27,  2005. In addition, during the 2003 fiscal year, the  Company
recorded  charges in connection with the closure of the Company's
manufacturing  facility  in  England.  Prior  to  the   Company's
treating Dielektra GmbH as a discontinued operation, the  Company
recorded  significant charges in connection with the  closure  of
the mass lamination operation of Dielektra and the realignment of
Dielektra during the fiscal years ended February 29, 2004,  March
2, 2003 and March 3, 2002.

     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   pension  liability  of  Dielektra  has  been  included   in
liabilities from discontinued operations on the Company's balance
sheet.

     The  Company's obligations for workers' compensation  claims
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  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,   some   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  27,  2005, the Company's ten largest  customers
        accounted  for  approximately  69%  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-Printed
        Circuit  Materials Operations-Customers and End  Markets"
        and  "Business-Advanced Composite Materials-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 and defense industries,  which
        are   cyclical  industries  and  which  have  experienced
        recurring  downturns. The downturns, such as occurred  in
        the  electronics industry during 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, printed circuit materials  and
        advanced composite materials.

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

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

        .      The   printed  circuit  materials   and   advanced
        composite  materials industries are intensely competitive
        and  the  Company competes worldwide in the  markets  for
        such  materials. 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 positions in these industries.

        .     There  are a limited number of qualified  suppliers
        of  the  principal materials used by the Company  in  its
        manufacture  of  printed circuit materials  and  advanced
        composite  materials  products.  Substitutes  for   these
        materials  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  conditions, both specific to the  individual
        customer   and   generally   affecting   the   customer's
        industry, can cause a customer to reduce or delay  orders
        previously anticipated by the Company.

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

        .     The Company's business is capital intensive and, in
        addition,  the  introduction of  new  technologies  could
        substantially    increase    the    Company's     capital
        expenditures. In order to remain competitive the  Company
        must  continue to make significant investments in capital
        equipment and expansion of operations.

        .     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
anticipated maturity of the investment portfolio at  the  end  of
the 2005 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.

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

Stockholders and Board of Directors of
  Park Electrochemical Corp.

We  have  audited the accompanying consolidated balance sheet  of
Park  Electrochemical Corp. and subsidiaries as of  February  27,
2005, and the related consolidated statements of operations, cash
flows,  and stockholders' equity for the year then ended.   These
consolidated financial statements are the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these consolidated financial statements based  on  our
audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether the  consolidated  financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the consolidated financial statements.   An  audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the  overall  consolidated financial statement presentation.   We
believe  that  our  audit  provides a reasonable  basis  for  our
opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial position of Park Electrochemical Corp. and subsidiaries
as  of  February 27, 2005 and the consolidated results  of  their
operations  and their consolidated cash flows for the  year  then
ended,   in   conformity  with  accounting  principles  generally
accepted in the United States of America.

We  have  also audited Schedule II for the period from  March  1,
2004  to February 27, 2005.  In our opinion, this schedule,  when
considered in relation to the basic financial statements taken as
a   whole,  presents  fairly,  in  all  material  respects,   the
information therein.

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
effectiveness  of  Park Electrochemical Corp.  and  subsidiaries'
internal  control  over financial reporting as  of  February  27,
2005,  based  on  criteria  established  in  Internal  Control  -
Integrated  Framework  issued  by  the  Committee  of  Sponsoring
Organizations  of  the Treadway Commission (the "COSO  criteria")
and  our  report  dated April 19, 2005 expressed  an  unqualified
opinion thereon.


                                           GRANT THORNTON LLP

New York, New York
April  19, 2005 (except with respect to the matters described  in
Note 22 as to which the date is May 12, 2005)

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

We  have  audited the accompanying consolidated balance sheet  of
Park  Electrochemical Corp. and subsidiaries as of  February  29,
2004  and  the  related  consolidated statements  of  operations,
stockholders' equity, and cash flows for each of the two years in
the  period ended February 29, 2004. Our audits also included the
2004 and 2003 activity in the financial statement schedule listed
in  the Index at Item 15(a) (2).  These financial statements  are
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements and schedule based on our audits.

We  conducted our audits in accordance with the standards of  the
Public Company Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Company's internal control over financial reporting.
Our   audit  included  consideration  of  internal  control  over
financial  reporting  as a basis for designing  audit  procedures
that  are  appropriate  in the circumstances,  but  not  for  the
purpose  of  expressing an opinion on the  effectiveness  of  the
Company's internal control over financial reporting. Accordingly,
we  express no such opinion. An audit also includes examining, on
a  test basis, evidence supporting the amounts and disclosures in
the  financial  statements, assessing the  accounting  principles
used and significant estimates made by management, and 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 the consolidated results  of  their
operations and their cash flows for each of the two years in  the
period ended February 29, 2004, in conformity with U.S. generally
accepted  accounting principles.  Also, in our opinion, the  2004
and  2003  activity in the related financial statement  schedule,
when  considered  in  relation to the basic 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 27,    February 29,
                                        2005        2004
<s>                                      <c>              <c>
ASSETS
Current assets:
 Cash and cash equivalents              $ 86,071        $111,989
 Marketable securities (Note 2)          103,507          77,197
 Accounts receivable, less allowance
 for doubtful accounts of $1,984 and
 $1,845, respectively                     35,722          36,149
 Inventories (Note 3)                     15,418          11,707
 Prepaid expenses and other
  current assets                           2,944           3,040
   Total current assets                  243,662         240,082

Property, plant and equipment, net
 of accumulated depreciation and
 amortization (Note 4)                    63,251          70,569

Other assets                                 398             419
   Total assets                         $307,311        $311,070

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                       $ 15,121        $ 14,913
 Accrued liabilities (Note 5)             20,566          24,468
 Income taxes payable                      6,474           3,248
   Total current liabilities              42,161          42,629

Deferred income taxes (Note 6)             5,042           5,107

Liabilities from discontinued
operations (Note 9)                       17,251          19,438
   Total liabilities                      64,454          67,174

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
shares
 Additional paid-in capital              134,206         133,335
 Retained earnings                       105,450         108,915
 Accumulated other comprehensive income    4,605           3,734
                                         -------         -------
                                         246,298         248,021
 Less treasury stock, at cost, 449,213
  and 582,061 shares, respectively        (3,441)         (4,125)
   Total stockholders' equity            242,857          243,896
   Total liabilities and stockholders'
    equity                              $307,311         $311,070
                                        ========         ========
<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 27,   February 29,   March 2,
                                    2005           2004         2003
<s>                              <c>           <c>             <c>

Net sales                          $211,187       $194,236    $195,578
Cost of sales                       167,937        161,536     168,921
Gross profit                         43,250         32,700      26,657
Selling, general and
administrative expenses              26,960         27,962      27,157
Gain on Delco lawsuit (Note 19)           -        (33,088)          -
Asset impairment charge (Note 13)         -              -      49,035
Restructuring and severance
charges (Note 10)                       625          8,469       4,794
Gain on sale of DPI (Note 12)             -              -      (3,170)
Gain on sale of United
Kingdom real estate                       -           (429)          -
Gain on insurance settlement
 (Note 11)                           (4,745)             -           -
Earnings (loss) from
continuing operations                20,410         29,786     (51,159)
Interest and other income, net        3,386          2,958       3,260
Earnings (loss) from continuing
 operations before income taxes      23,796         32,744     (47,899)
Income tax provision (benefit)
 from continuing operations           2,191          2,835      (4,035)
Earnings (loss) from continuing
 operations                          21,605         29,909     (43,864)
Loss from discontinued ooperations,
 net of taxes (Note9)                     -        (33,761)     (6,895)
Net earnings (loss)                $ 21,605        $(3,852)   $(50,759)                                                            )

Basic earnings (loss) per share:
Earnings (loss) from continuing
 operations                          $ 1.09         $ 1.51      $(2.23)
Loss from discontinued operations,
 net of tax                               -          (1.71)      (0.35)

Basic earnings (loss) per share      $ 1.09         $(0.20)     $(2.58)
Basic weighted average shares        19,879         19,754      19,674
Diluted earnings (loss) per share:
Earnings (loss) from continuing
 operations                          $ 1.08         $ 1.50      $(2.23)
Loss from discontinued operations,
 net of tax                               -          (1.69)      (0.35)

Diluted earnings (loss) per share    $ 1.08         $(0.19)     $(2.58)
Diluted weighted average shares      20,075         19,991      19,674*

*For the fiscal year 2003 the effect of employee stock options was not
 considered because it was antidilutive.
<fn>
See notes to consolidated financial statements.
</table

<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<caption>
(Part 1 of 2)

                                                   Additional
                                  Common Stock       Paid-in    Retained
                                 Shares   Amount     Capital    Earnings
<s>                            <c>        <c>       <c>         <c>
Balance, March 3, 2002        20,369,986  $2,037    $131,138    $172,953
 Net loss                                                        (50,759)
 Exchange rate changes
 Change in pension
liability adjustment
 Unrealized gain on
marketable securities
 Stock option activity                                 2,034
 Cash dividends ($.24 per share)                                 (4,688)
 Comprehensive loss
                              ----------   -----     -------    --------
Balance, March 2, 2003        20,369,986   2,037     133,172    117,506
 Net loss                                                        (3,852)
 Exchange rate changes
 Change in pension
  liability adjustment
 Unrealized loss on marketable
  securities
 Stock option activity                                   163
 Cash dividends ($.24 per share)                                  (4,739)
 Comprehensive income
                               ----------   -----     -------    --------
Balance, February 29, 2004     20,369,986   2,037     133,335     108,915
 Net earnings                                                      21,605
 Exchange rate changes
 Unrealized loss on marketable
  securities
 Stock option activity                                    871
 Cash dividends ($1.26 per share)                                 (25,070)
 Comprehensive income
                              ----------   ------     -------    --------
Balance, February 27, 2005    20,369,986   $2,037    $134,206    $105,450

See notes to consolidated financial statements.
</TABLE>




<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<caption>
(Part 2 of 2)
                              Accumulated
                                 Other                         Comprehensive
                              Comprehensive    Treasury Stock     Income
                              Income (Loss)   Shares    Amount    (Loss)
<s>                    <c>          <c>       <c>       <c>
Balance, March 3, 2002           $(7,890)     877,163   $(5,692)
 Net loss                                                          $(50,759)
 Exchange rate changes             5,174                              5,174
 Change in pension liability
  adjustment                         103                                103
 Unrealized gain on marketable
  securities                         181                                181
 Stock option activity                       (191,094)    1,110
 Cash dividends ($.24 per share)                                    --------
 Comprehensive loss                                                $(45,301)
                                                                   =========
 Balance, March 2, 2003           (2,432)     686,069     (4,582)
 Net loss                                                           $(3,852)
 Exchange rate changes             5,557                              5,557
 Change in pension liability
  adjustment                         742                                742
 Unrealized loss on marketable
  securities                        (133)                              (133)
 Stock option activity                       (104,008)       457
 Cash dividends ($.24 per share)                                    --------
 Comprehensive income                                              $  2,314
                                                                   =========
Balance, February 29, 2004         3,734      582,061     (4,125)
 Net earnings                                                       $21,605
 Exchange rate changes             1,529                              1,529
 Unrealized loss on marketable
  securities                        (658)                              (658)
 Stock option activity                       (132,848)       684
 Cash dividends ($1.26 per share)                                   --------
 Comprehensive income                                              $ 22,476
                                                                   =========
Balance, February 27, 2005       $ 4,605      449,213    $ (3,441)
                                 =======     ========    =========
</table>


<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<caption>                                   Fiscal Year Ended
                                     February 27,    February 29,   March 2,
                                         2005           2004          2003
<s>                                 <c>             <c>             <c>
Cash flows from operating activities:
 Net earnings (loss)                    $21,605        $(3,852)    $(50,759)
 Adjustments to reconcile net loss
 to net cash provided by operating
 activities:
  Depreciation and amortization          10,202         11,978       17,973
  Loss (gain) on sale of fixed assets        35           (511)           -
  Gain from insurance settlement         (4,745)
  Proceeds from insurance settlement      5,816
  Charge for impairment of fixed assets       -              -       50,255
  Non-cash restructuring charges              -              -        2,150
  Non-cash impairment charges related
   to discontinued operations                 -         21,348            -
  Gain on sale of DPI                         -              -       (3,170)
  Provision for doubtful accounts
   receivable                                66            109          184
  Provision for deferred income taxes       (55)           515       (1,541)
  Other, net                                  -              -          (25)
Changes in operating assets and liabilities:
  Accounts receivable                       596         (6,082)       3,478
  Inventories                            (3,553)            86          535
  Prepaid expenses and other current assets 437          1,287         (719)
   Other assets and liabilities          (2,164)           (57)          17
   Accounts payable                          91          2,851          430
   Accrued liabilities                   (4,051)         4,441       (6,835)
   Income taxes payable                   3,423            217        4,216

    Net cash provided by operating
     activities                          27,703         32,330       16,189

Cash flows from investing activities:
 Purchases of property, plant and
  equipment                              (3,328)        (4,509)     (6,468)
 Proceeds from sale of DPI                    -              -       5,000
 Proceeds from sales of property,
  plant and equipment                        20          2,094          25
 Purchases of marketable securities     (66,833)       (89,530)    (85,211)
 Proceeds from sales and maturities
  of marketable securities               39,533         83,333      66,104

  Net cash used in investing activities (30,608)       (8,612)    (20,550)

Cash flows from financing activities:
 Dividends paid                         (25,070)       (4,739)     (4,688)
 Proceeds from exercise of stock options  1,555           620         368

  Net cash used in financing activities (23,515)       (4,119)     (4,320)

(Decrease) increase in cash and cash
 equivalents before effect of
exchange rate changes                   (26,420)       19,599      (8,681)
Effect of exchange rate changes on
cash and cash equivalents                   502           371       1,208

(Decrease) increase in cash and cash
equivalents                             (25,918)       19,970      (7,473)

Cash and cash equivalents, beginning
 of year                                111,989        92,019      99,492

Cash and cash equivalents, end of year $ 86,071      $111,989     $92,019

<fn>See notes to consolidated financial statements.
</table>


PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended February 27, 2005
(In thousands, except share, per share and option amounts)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Park   Electrochemical   Corp.   ("Park"),   through   its
subsidiaries (collectively, the "Company"), is a global  advanced
materials company which develops and manufactures high-technology
digital  and RF/microwave printed circuit materials and  advanced
composite  materials  for the electronics,  military,  aerospace,
wireless  communication,  specialty and industrial  markets.  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.
     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.   Reclassifications   -  The  accompanying   consolidated
          financial statements for the prior fiscal years contain
          certain   reclassifications   to   conform   with   the
          presentation used in the fiscal year ended February 27,
          2005.  The  reclassification  of  prior  year  balances
          included  $18,000 of auction rate securities previously
          classified    as   cash   equivalents   to   marketable
          securities.  The Company has classified any  investment
          in  auction  rate securities for which  the  underlying
          security  had a maturity greater than three  months  as
          marketable  securities  on the balance  sheet  and  has
          included  the purchases, sales and maturities  of  such
          investments   as   marketable   securities    in    the
          accompanying consolidated statement of cash flows.
     c.   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.
     d.   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 2005, 2004 and 2003 fiscal  years
          ended  on  February 27, 2005, February  29,  2004,  and
          March 2, 2003 respectively. Fiscal years 2005, 2004 and
          2003 each consisted of 52 weeks.
     e.   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  (loss).
          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.  The
          Company  has classified any investment in auction  rate
          securities  for  which the underlying  security  had  a
          maturity   greater  than  three  months  as  marketable
          securities.
     f.   Inventories - Inventories are stated at the lower of cost
          (first-in, first-out method) or market. 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.
     g.   Revenue Recognition - Sales revenue is recognized at the
          time title is transferred to a customer. All material sales
          transactions are for the shipment of manufactured prepreg and
          laminate products and advanced composite materials. The Company
          ships its products to customers based upon firm orders, with
          fixed selling prices, when collection is reasonably assured.
     h.   Sales Allowances and Product Warranties - The Company
          provides for the estimated costs of sales allowances at the time
          such costs can be reasonably estimated. The Company's products
          are made to customer specifications and tested for adherence to
          such specifications before shipment to customers.  There are no
          future performance requirements other than the products' meeting
          the agreed specifications.  The Company's bases for providing
          sales allowances for returns are known situations in which
          products may have failed due to manufacturing defects in the
          products supplied by the Company. The  Company  is  focused on
          manufacturing the highest  quality printed circuit and advance
          composite  materials 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. 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.
     i.   Allowance for Bad Debts - 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.
     j.   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.
     k.   Shipping Costs - The amounts paid to third-party shippers
          for transporting products to customers are classified as selling
          expenses. The shipping costs included in selling, general and
          administrative expenses were approximately $4,659, $5,296 and
          $4,200 for fiscal years 2005, 2004 and 2003, respectively.
     l.   Depreciation and Amortization - Depreciation and
          amortization are computed principally by the straight-line method
          over the estimated useful lives. Machinery and equipment are
          generally depreciated over 10 years. Building and leasehold
          improvements are depreciated over 30 years or the term of the
          lease, if shorter.
     m.   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 $135,400 at February 27,  2005)  of  the
          Company's   foreign   subsidiaries,   because   it   is
          management's  practice  and  intent  to  reinvest  such
          earnings in the operations of such subsidiaries.
     n.   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  certain 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.
     o.   Cash  and Cash Equivalents - The Company considers  all
          money   market   securities   and   investments    with
          contractual  maturities at the date of purchase  of  90
          days or less to be cash equivalents.

     <table>
     <caption>
     Supplemental cash flow information:
                                            Fiscal Year
                                         2005     2004      2003
      <s>                              <c>        <c>     <c>
      Cash paid during the year for:
       Income taxes (refunded) paid   (1,124)    2,248   (6,278)
     </table>

     p.   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 27, 2005, 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  income (loss) and earnings  (loss)  per
          share would have approximated the amounts shown below.

          The  weighted  fair value for options was estimated  at
          the  dates  of  grants using the Black-Scholes  option-
          pricing  model to be $8.41 for fiscal year 2005,  $8.69
          for  fiscal year 2004 and $12.81 for fiscal year  2003,
          with  the following weighted average assumptions:  risk
          free  interest rate of 4.0% for fiscal years 2005, 2004
          and  2003; expected volatility factors of 38%-46%, 49%-
          54%  and  58%  for fiscal years 2005,  2004  and  2003,
          respectively;  expected  dividend  yield  of  1.6%  for
          fiscal  year  2005 and 1.0% for fiscal years  2004  and
          2003;  and  estimated option lives  of  4.0  years  for
          fiscal years 2005, 2004 and 2003.

     <table>
                                     2005       2004       2003
  <s>                              <c>        <c>        <c>
  Net earnings (loss)              $21,605    $(3,852)   $(50,759)
  Deduct: Total stock-based
  employee compensation
  determined under fair value
  based method for all awards,
  net of tax effects                (1,803)    (1,846)     (1,928)

  Pro forma net earnings (loss)    $19,802    $(5,698)   $(52,687)
                                   ========   ========   =========
  EPS-basic as reported            $  1.09   $  (0.20)   $  (2.58)
  EPS-basic pro forma              $  1.00   $  (0.29)   $  (2.68)

  EPS-diluted as reported          $  1.08   $  (0.19)   $  (2.58)
  EPS-diluted pro forma            $  0.97   $  (0.29)   $  (2.68)
  </table>

2.   MARKETABLE SECURITIES
<table>
     The following is a summary of available-for-sale securities:
<caption>
                                Gross       Gross
                              Unrealized  Unrealized  Estimated
                                 Gains      Losses    Fair Value
<s>                           <c>          <c>        <c>
February 27, 2005:
U.S. Treasury and other
government securities             $ 11      $  932     $ 64,265
U.S. corporate debt securities       -           -       39,151
   Total debt securities            11         932      103,416
Equity securities                   86           -           91
                                  ----      ------      -------
                                  $ 97      $  932     $103,507
                                  ====      ======     ========

February 29, 2004:
U.S. Treasury and other
government securities             $116       $  18     $ 56,091
U.S. corporate debt securities       8           -       21,030
   Total debt securities           124          18       77,121
Equity securities                   71           -           76
                                  ----      ------      -------
                                  $195      $   18      $77,197
                                  ====      ======      =======
</table>


     The gross realized gains on the sales of securities were $4,
     $40   and   $6  for  fiscal  years  2005,  2004  and   2003,
     respectively,  and he gross realized losses were  $13,  $21,
     and $17 for fiscal years 2005, 2004 and 2003, respectively.

     The  amortized cost and estimated fair value of the debt and
     marketable  securities at February 27, 2005, by  contractual
     maturity, are shown below:
<table>
<caption>
                                    Estimated Faor
                                       Value
     <s>                                  <c>
     Due in one year or less           $ 37,544
     Due  after  one year  through
      five years                         65,872
                                        103,416
     Equity securities                       91
                                       $103,507
</table>

3.   INVENTORIES
<table>
<caption>
                                      February 27,    February 29,
                                          2005           2004
     <s>                               <c>            <c>
     Raw materials                     $ 6,436         $ 4,088
     Work-in-process                     3,577           2,424
     Finished goods                      5,068           4,835
     Manufacturing supplies                337             360
                                       $15,418         $11,707
</table>

4.   PROPERTY, PLANT AND EQUIPMENT
<table>
<caption>
                                       February 27.   February 29,
                                          2005           2004
     <s>                               <c>             <c>
     Land, buildings and improvements   $ 32,631       $ 31,591
     Machinery, equipment, furniture
      and fixtures                       135,863        135,309
                                         168,494        166,900
     Less accumulated depreciation
      and amortization                   105,243         96,331
                                        $ 63,251       $ 70,569
</table>

     Property, plant and equipment are initially valued at  cost.
     Depreciation   and  amortization  expense,  for   continuing
     operations,  relating to property, plant and  equipment  was
     $10,202, $10,604 and $16,535 for fiscal years 2005, 2004 and
     2003,  respectively. Pretax charges of $15,349  and  $52,248
     were  recorded  in fiscal years 2004 and 2003, respectively,
     for  the  write-downs  of abandoned  or  impaired  operating
     equipment, including charges of $15,349 and $1,220 for  such
     years, respectively, related to Dielektra (see Notes  9,  10
     and 13 below). The Company has $6,329 of equipment which  is
     idle,  but  which  the Company intends  to  utilize  in  the
     future.

5.   ACCRUED LIABILITIES
<table>
<caption>
                                      February 27,   February 29,
                                         2005           2004
     <s>                              <c>             <c>
     Payroll and payroll related        $ 3,816        $ 3,650
     Employee benefits                      803          2,194
     Workers compensation accrual         2,744          2,815
     Environmental reserve (Note 15)      2,387          2,389
     Restructuring accruals               5,797          6,756
     Other                                5,019          6,664
                                        $20,566        $24,468
</table>

6.   INCOME TAXES

     The income tax (benefit) provision for continuing operations
     includes the following:
<table>
<caption>
                                          Fiscal Year
                                     2005      2004      2003
      <s>                         <c>       <c>       <c>
      Current:
       Federal                    $ (585)    $  467    $(3,806)
       State and local               170        125        385
       Foreign                     2,672      1,732        927
                                   2,257      2,324     (2,494)
      Deferred:
       Federal                         -          -     (1,087)
       State and local                (6)        (7)      (107)
       Foreign                       (60)       518       (347)
                                     (66)       511     (1,541)
                                  $2,191     $2,835    $(4,035)
</table>

     The  components of income (loss) from continuing  operations
     before income tax were as follows:

                                           Fiscal Year
                                     2005     2004     2003

      United States                 $ 1,198  $13,758 $(53,185)
      Foreign                        22,598   18,986    5,286
     Earnings (loss) from
      continuing operations
      before income taxes           $23,796  $32,744 $(47,899)

     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
                                        2005   2004   2003

  Statutory U.S. Federal tax rate      35.0%   35.0%  35.0%
  State and local taxes, net of
   Federal benefit                      0.5     0.3   (0.4)
  Foreign tax rate differentials      (20.2)  (11.9)   1.4
  Valuation allowance                  (8.0)    1.9      -
  Impairment of deferred tax
   assets                                 -       -  (28.1)
  Other, net                            1.9   (16.6)   0.5
                                        9.2%    8.7%   8.4%

     The Company had total net operating loss carry-forwards from
     continuing  operations of approximately $22,100 and  $15,700
     in  fiscal  years 2005 and 2004, respectively. Approximately
     $8,200  of  the  total  net  operating  loss  carry-forwards
     related to U.S. operations and approximately $13,900 of  the
     total carry-forwards related to foreign operations in fiscal
     year  2005,  and  approximately  $2,900  of  the  total  net
     operating loss carry-forwards related to U.S. operations and
     $12,800  of  the  total carry-forwards  related  to  foreign
     operations  in  fiscal year 2004. In fiscal years  2005  and
     2004, the Company had net operating loss carry-forwards from
     discontinued  operations  of $0 and  $76,400,  respectively.
     Long  term  deferred  tax assets resulting  from  these  net
     operating  loss  carry-forwards from  continuing  operations
     were  valued  at  $0 at February 27, 2005 and  February  29,
     2004,  respectively. Long term deferred tax assets resulting
     from  discontinued operations were valued at $0 at  February
     27, 2005 and February 29, 2004, net of valuation reserves of
     $0 and $32,598, respectively.

     Approximately $690 of the foreign net operating loss  carry-
     forwards expire in fiscal year 2007, approximately $4,000 of
     U.S. net operating loss carry-forwards expire in fiscal year
     2024, approximately $4,100 of U.S. net operating loss carry-
     forwards expire in fiscal year 2025, and the remainder  have
     no expiration.

     The  U.S.  net operating loss carry-forwards include  $2,000
     and  $1,000 of cumulative deductions relating to the taxable
     disposition  of incentive stock options during fiscal  years
     2005  and 2004, respectively. In the event that the  Company
     can  utilize its U.S. net operating loss carry-forwards  the
     tax benefit relating to these deductions will be credited to
     additional paid-in capital.

     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  for income tax purposes. At February 27,  2005  and
     February  29,  2004, 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
     27,  2005  and February 29, 2004 from continuing  operations
     were as follows:
     <table>
                                              2005      2004
     <s>                                    <c>        <c>
     Deferred tax liabilities:
     Depreciation                           $ 2,340    $ 2,929
     Other, net                               2,702      2,178
      Total deferred tax liabilities          5,042      5,107

     Deferred tax assets:
     Impairment of fixed assets               5,900      9,210
     Net operating loss carry-forwards        6,745      6,347
     Other, net                               5,567      6,007
     Total deferred tax assets               18,212     21,564
      Valuation allowance for deferred
       tax assets                           (18,212)   (21,564)
      Net deferred tax assets                  -          -

      Net deferred tax liabilities          $ 5,042    $ 5,107
     </table>

7.   STOCKHOLDERS' EQUITY

     a.   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,  and
          expire  ten  years from 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, and  expire  ten
          years  from  the date of 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, March 3, 2002       $ 4.67  - $43.63   1,243,707      $ 9.56
 Granted                       14.12  -  29.05     231,800       28.04
 Exercised                      4.67   -  16.54     (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
 Granted                       19.89  -  23.41      183,900       22.86
 Exercised                      8.75  -  29.05     (152,327)      13.04
 Cancelled                     12.21  -  43.63     (144,407)      23.89

 Balance, February 27, 2005    12.21  - $43.63    1,283,819      $20.71

 Exercisable February 27,2005 $12.21 -  $43.63      864,013      $19.37
     </table>




     The   following  table  summarizes  information   concerning
     currently outstanding and exercisable options.
     <table>
     <caption>
                     Options Outstanding                      Options Exercisable
- ----------------------------------------------------------    --------------------
                                   Weighted
                        Number     Average       Weighted                Weighted
                          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>
12.21  - 19.99         711,210        4.5          16.64      588,925      15.95
22.62  - 43.63         572,600        7.38         25.76      275,088      26.68
                     ---------                                -------
                     1,283,819                                864,013
</table>

     Stock  options  available for future grant  under  the  2002
     stock option plan at February 27, 2005 and February 29, 2004
     were 565,885 and 705,725, respectively.

     b.   Stockholders' Rights Plan - On February  2,  1989,  the
          Company  adopted a stockholders' rights  plan  designed
          to  protect  stockholder interests  in  the  event  the
          Company  is confronted with coercive or unfair takeover
          tactics.  Under the terms of the plan,  as  amended  on
          July  12,  1995,  each  share of the  Company's  common
          stock  held  of record on February 15, 1989  or  issued
          thereafter  received  one right (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  prior
          to  such  time  as  any  person  becomes  an  Acquiring
          Person,  and  after  any person  becomes  an  Acquiring
          Person,  but  before any person becomes the  beneficial
          owner  of  50% or more of the outstanding common  stock
          of  the  Company, the Company may exchange all or  part
          of  the rights for shares of the Company's common stock
          at  a  one-for-one  exchange  ratio.  Unless  redeemed,
          exchanged  or exercised earlier, all rights  expire  on
          July 12, 2005.

     c.   Reserved   Common  Shares  -  At  February  27,   2005,
          1,849,704  shares  of common stock  were  reserved  for
          issuance upon exercise of stock options.

     d.   Accumulated  Other Comprehensive Income  -  Accumulated
          balances   related   to   each   component   of   other
          comprehensive income were as follows:
          <table>
            <caption>                        February 27,   February 29,
                                                2005           2004
            <s>                                <c>          <c>
            Currency translation adjustment     $5,148        $3,619
            Unrealized gains on investments       (543)          115

            Accumulated balance                 $4,605        $3,734
          </table>

8.   EARNINGS (LOSS) PER SHARE

     The  following table sets forth the calculation of basic and
     diluted earnings (loss) per share for the last three  fiscal
     years:
<table>
<caption>
                                 2005          2004         2003
<s>                            <c>           <c>           <c>
Earnings (loss) from
 continuing operrations       $   21,605       $29,909   $  (43,864)
Loss from discontinued
 operations                            -       (33,761)      (6,895)

Net earnings (loss)              $21,605       $(3,852)  $  (50,759)

Weighted average common shares
 outstanding for bsic EPS      19,879,278    19,754,000    19,674,000
Net effect of dilutive
 options                          195,741       237,000             *
Weighted average shares
outstanding for diluted EPS    20,075,019    19,991,000    19,674,000

Basic earnings (loss) per share:
Earnings (loss) from
continuing operations               $1.09        $ 1.51       $(2.23)
Loss from discontinued
operations, net of tax                  -         (1.71)       (0.35)
Basic earnings (loss) per share     $1.09        $(0.20)      $(2.58)

Diluted earnings (loss) per share:
Earnings (loss) from
continuing operations               $1.08        $ 1.50       $(2.23)
Loss from discontinued
operations, net of tax                  -         (1.69)       (0.35)
Diluted earnings (loss)
 per share                          $1.08        $(0.19)      $(2.58)

*For the fiscal year 2003 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 99,447, 151,585, and  865,287  for  the
     fiscal years 2005, 2004, 2003, respectively.

9.   DISCONTINUED OPERATIONS and PENSION LIABILITY

  a. 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 or
     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 for discontinued operations
     was $0 and $150 for fiscal years 2004 and 2003, respectively. The
     liabilities from discontinued operations totaling $17,251 and
     $19,438 at February 27, 2005 and February 29, 2004, respectively,
     are reported separately in 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 27, 2005,  February  29,
     2004,  and  March  2,  2003, and assets and  liabilities  of
     discontinued  operations at February 27, 2005  and  February
     29, 2004 were as follows:


<TABLE>
<CAPTION>
                                       Fiscal Year
                                  2005       2004         2003                                             __          __
 <s>                             <c>            <c>         <c>
 Net sales                      $   -      $14,429       $21,198
Operating loss                      -       (5,596)       (5,675)
Restructuring and
 impairment charges                 -        28,165        1,220
Net loss                        $   -      $(33,761)     $(6,895)
                                         )

                                  February 27,    February 29,
                                     2005             2004

 Current assets                  $      -           $    -
Fixed assets                            -                -
  Total assets                          -                -
Current and other liabilities        5,157           7,344
Pension liabilities                 12,094          12,094
  Total liabilities                 17,251          19,438
  Net liabilities                 $(17,251)       $(19,438)
</TABLE>

  b. Pension Liability - The pension information provided below
     relates to the Company's subsidiary, Dielektra. As described
     above,  the  Company discontinued its financial  support  of
     Dielektra  during the fiscal year 2004 fourth  quarter  and,
     accordingly,  has included the $12,094 pension liability  as
     determined  as  of  February 29, 2004  in  liabilities  from
     discontinued operations, which represents the latest information
     available to the Company.

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

Changes in Plan Assets

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

Under funded status                          $(12,094)
Unrecognized net loss                               -
Net accrued pension cost                     $(12,094)
</table>

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

                                         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 year 2004.
     Projected  wage  increases of 2.6%  were  also  assumed  for
     fiscal year 2004.

10.  RESTRUCTURING AND SEVERANCE CHARGES

    During the 2005 fiscal year third quarter ended November  28,
     2004,  the  Company recorded $625 of charges  for  severance
     payments for workforce reductions at its North American  and
     European volume printed circuit materials operations.  These
     severance  payments were made to employees during  the  2005
     fiscal  year  third  quarter and  there  were  no  remaining
     liabilities as of February 27, 2005.

    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 volume printed circuit
     materials  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 27,  2005
     are set forth below.

<TABLE>
<CAPTION>
                                      Charges               2/27/05
                            Closure   Incurred             Remaining
                            Charges   or Paid   Reversals  Liabilities
    <s>                     <c>       <c>       <c>        <c>
   New York and California
    and other realignment
    charges:
   Lease payments, taxes,
    utilities and other      $7,292     $1,495         -      $5,797
   Severance payments         1,258     1,258          -           -

                             $8,550     $2,753      $  -      $5,797
   </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 was paid to such employees
     during the fiscal year 2005 first quarter. The lease charges
     covered  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.  The  Company
     recorded  an $81 gain on the sale of previously written  off
     equipment during the fourth quarter of fiscal 2004.   As  of
     February  27,  2005,  there  were no  remaining  liabilities
     relating to these charges recorded during fiscal year 2003.

     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  1,000 as of February 27, 2005,  approximately
     1,200 as of February 29, 2004, and approximately 1,400 as of
     March 2, 2003.

11.  GAIN ON INSURANCE SETTLEMENT

     In  the  2005 fiscal year third quarter, the Company settled
     an  insurance claim for damages sustained by the Company  in
     Singapore  as  the result of an explosion that  occurred  in
     November  2002  in one of the four treaters located  at  its
     Nelco  manufacturing facility in Singapore. During the  2005
     fiscal  year  third  quarter, the  Company  received  $5,816
     related  to  this  insurance claim. The  proceeds  represent
     reimbursement for assets   destroyed in the accident and for
     business  interruption  losses.  As a  result,  the  Company
     recognized  a  $4,745  gain during the third  quarter  ended
     November 28, 2004.

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.  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.  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.  Accordingly,  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. The impairment charge
     related   to  Dielektra  is  included  in  the   loss   from
     discontinued operations.

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  estimated  contributions  are
     accrued at the end of each fiscal year and paid to the  plan
     in   the   subsequent  fiscal  year.  The  Company's  actual
     contributions  to  the plan were $448 and  $271  for  fiscal
     years   2004   and  2003,  respectively.  The   contribution
     estimated   for  fiscal  year  2005  has  not   been   paid.
     Contributions  are  discretionary and  may  not  exceed  the
     amount  allowable  as  a tax deduction  under  the  Internal
     Revenue Code.

  b.Savings  Plan  -  The Company also 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 $236, $260 and $442 in fiscal years 2005,
     2004 and 2003, respectively.

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 2012.  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 2054.

     These  non-cancelable operating leases  have  the  following
     payment schedule.

                    Fiscal Year        Amount
                        2006          $ 1,873
                        2007            1,436
                        2008            1,360
                        2009            1,232
                        2010            1,246
                     Thereafter         4,717
                                      $11,864

     Rental  expenses, inclusive of real estate taxes  and  other
     costs, were $2,560, $2,659 and $2,948 for fiscal years 2005,
     2004 and 2003, 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
     $2,  $1  and  $131  in  fiscal years 2005,  2004  and  2003,
     respectively. The recorded liabilities included  in  accrued
     liabilities  for environmental matters were  $2,387,  $2,389
     and   $4,246   for  fiscal  years  2005,  2004   and   2003,
     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.

     Such  recorded  liabilities  do  not  include  environmental
     liabilities and related legal expenses for which the Company
     has  concluded indemnification agreements with 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
     three  sites  for which certain subsidiaries of the  Company
     have been named as potentially responsible parties, pursuant
     to which agreements such insurance carriers have been paying
     100%  of  the legal defense and remediation costs associated
     with such three sites since 1985.

     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"  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.

     At  February 27, 2005 and February 29, 2004 the Company  had
     outstanding  foreign exchange contracts in notional  amounts
     totaling $0 and $4,306, respectively.

17.  BUSINESS SEGMENTS

     The  Company  considers itself to operate  in  one  business
     segment.  The  Company's printed circuit 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.   Sales  between  geographic  regions   were   not
     significant.

     Financial  information  regarding the  Company's  continuing
     operations by geographic region follows:
<table>
<caption>
                                        Fiscal Year
                                 2005       2004      2003
    <s>                            <c>        <c>       <c>
    United States              $117,109   $106,080  $117,889
    Europe                       34,198     31,982    32,322
    Asia                         59,880     56,174    45,367
      Total sales              $211,187   $194,236  $195,578

    United States              $ 32,610   $ 38,549  $ 44,425
    Europe                       10,856     10,969    25,373
    Asia                         20,183     21,470    21,159
      Total long-lived assets  $ 63,649   $ 70,988  $ 90,957
    </table>

18.  CUSTOMER AND SUPPLIER CONCENTRATIONS

  a.   Customers - Sales to Sanmina Corporation were 13.7%, 16.3%
     and  19.1% of the Company's total worldwide sales  from  its
     continuing operations for fiscal years 2005, 2004 and  2003,
     respectively. Sales to Tyco Printed Circuit Group L.P.  were
     12.3%, 12.2% and 11.0% of the Company's total worldwide sales
     from its continuing operations for fiscal years 2005, 2004 and
     2003. Sales to Multilayer Technology, Inc. were 9.5%, 9.7% and
     11.1% of the Company's total worldwide sales from its continuing
     operations for fiscal years 2005, 2004 and 2003, respectively.

     While  no  other customer accounted for 10% or more  of  the
     Company's   total  worldwide  sales  from   its   continuing
     operations  in  fiscal years 2005, 2004 and  2003,  and  the
     Company is not dependent on any single customer, the loss of
     a  major printed circuit 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 high-technology printed circuit
     materials  and  advanced  composite 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  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
     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,
     Nelco Technology, Inc. ("NTI"), in its lawsuit against Delco
     Electronics  Corporation, a subsidiary of Delphi  Automotive
     Systems Corporation ("Delco"), on NTI'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  from
     Delco on July 1, 2003 in satisfaction of the judgment.





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 2005:
Net sales                    $58,518  $51,098   $50,359   $ 51,212
Gross profit                  13,712    9,418     9,840     10,280

Net earnings                   6,021    2,947     7,692      4,945

Basic earnings per share:
Net earnings per share         $0.30    $0.15     $0.39      $0.25
Diluted earnings per share:
Net earnings per share         $0.30    $0.15     $0.38      $0.25

 Weighted average common
 shares outstanding:
  Basic                       19,810   19,8855   19,901     19,920
  Diluted                     20,068    20,112   20,061     20,058

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        (6,807)  (1,944)  (1,838)    (23,172)

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

Basic (loss) earnings per share:
(Loss) earnings from
 continuing operations        $(0.08)   $1.06    $0.14     $  0.39
Loss from discontinued
 operations                   $(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
</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  December  2004, the Financial Accounting  Standards  Board
   ("FASB")  issued  Statement of Financial Accounting  Standards
   No.   123(R),  "Share-Based  Payment"  ("SFAS  123R"),   which
   replaces   SFAS   No.   123,   "Accounting   for   Stock-Based
   Compensation"   ("SFAS   123"),  and   supersedes   Accounting
   Principle  Board  Opinion No. 25 ("APB 25"),  "Accounting  for
   Stock  Issued  to  Employees". SFAS 123R requires  all  share-
   based  payments  to  employees, including grants  of  employee
   stock  options,  to be recognized in the financial  statements
   based  on  their fair values for fiscal years beginning  after
   June  15,  2005  (as  delayed by the Securities  and  Exchange
   Commission),  with  early  adoption  encouraged.   For   years
   beginning  after  June  15, 2005, the  pro  forma  disclosures
   previously  permitted  under SFAS 123 will  no  longer  be  an
   alternative  to  financial statement recognition.  Under  SFAS
   123R,  a  determination must be made regarding the appropriate
   fair  value model to be used for valuing share-based payments,
   the   amortization  method  for  compensation  cost  and   the
   transition  method to be used at date of adoption.  SFAS  123R
   permits a prospective application or two modified versions  of
   retrospective  application  under which  financial  statements
   for  prior periods are adjusted on a basis consistent with the
   pro  forma  disclosures  required for  those  periods  by  the
   original  SFAS 123. The Company is required to adopt  of  SFAS
   123R  in the first quarter of fiscal year 2007, at which  time
   the   Company  will  begin  recognizing  an  expense  for  all
   unvested share-based compensation that has been issued.  Under
   the  retrospective  options, prior  periods  may  be  restated
   either as of the beginning of the year of adoption or for  all
   periods  presented.  The Company has  not  yet  finalized  its
   decision  concerning the transition option it will utilize  to
   adopt  SFAS  123R  and  is in the process  of  evaluating  the
   impact of FAS 123R on its financial statements.

   In  November  2004,  the  FASB issued Statement  of  Financial
   Accounting  Standards No. 151 ("SFAS 151"), "Inventory  Costs,
   and  an  amendment  of  Accounting Research  Bulletin  No.  43
   Chapter  4".  SFAS 151 requires all companies to  recognize  a
   current-period  charge for abnormal amounts of  idle  facility
   expense,  freight, handling costs and wasted  materials.  SFAS
   151  also  requires  that the allocation of  fixed  production
   overhead  to  the costs of conversion be based on  the  normal
   capacity  of  the  production facilities.  SFAS  151  will  be
   effective for fiscal years beginning after June 15, 2005.  The
   Company   is   currently  evaluating  the  effect   that   the
   accounting  change  will  have on its financial  position  and
   results of operations.

   In  October 2004, the American Jobs Creation Act of 2004  (the
   "Act")  was  signed into law. The Act provides tax  relief  to
   U.S.  domestic manufacturers. The FASB directed its  staff  to
   issue  Financial Staff Position (FSP) FAS 109-1,  "Application
   of  FASB  Statement  No.  109" ("SFAS 109"),  "Accounting  for
   Income  Taxes,  for the Tax Deduction Provided to  U.S.  Based
   Manufacturers  by  the  American Jobs Creation  Act  of  2004"
   ("FSP  FAS  109"). FSP FAS 109-1 states that a  manufacturer's
   deduction  provided for under the Act should be accounted  for
   as  a special deduction in accordance with SFAS 109 and not as
   a   tax  rate  reduction.  The  special  deduction  should  be
   considered by a company in measuring deferred taxes  when  the
   company  is  subject to graduated tax rates, and in  assessing
   whether  a  valuation allowance is necessary  as  required  by
   SFAS  109.  The  adoption of FSP FAS  109-1  did  not  have  a
   material  impact  on  our results of operations  or  financial
   position for fiscal 2005.

   In  September  2004,  the Emerging Issues  Task  Force  issued
   Statement  No. 04-10, "Applying Paragraph 19 of  Statement  of
   Financial  Accounting Standard No. 131 in Determining  Whether
   to   Aggregate  Operating  Segments  That  Do  Not  Meet   the
   Quantitative  Thresholds", ("EITF 04-10").  EITF  04-10  gives
   guidance  to  companies on issues to consider  in  determining
   the  aggregation criteria and guidance from paragraphs 17  and
   19  of  SFAS  131,"Disclosures about Segments of an Enterprise
   and  Related  Information".  Specifically,  whether  operating
   segments  must  always  have similar economic  characteristics
   and   meet  a  majority  of  the  remaining  five  aggregation
   criteria,  items (a)-(e), listed in paragraph 17 of SFAS  131,
   or  whether operating segments must meet a majority of all six
   aggregation criteria (that is, the five aggregation  criteria,
   items  (a)-(e),  listed in paragraph 17 and  similar  economic
   characteristics),  in  determining  the  appropriate   segment
   reporting   disclosures.  The  FASB  has  issued  FASB   Staff
   Position  FSP  FAS 131a for public comment. The final  FSP  is
   expected  to be issued during calendar year 2005. The  Company
   is  in the process of assessing the impact that EITF 04-10 and
   the   proposed  FSP  FAS  131a  will  have  on  its  financial
   statement disclosures.

22.  SUBSEQUENT EVENT

   On  May  12, 2005, the Company announced that it was  reducing
   the  size of the workforce at its Neltec Europe SAS subsidiary
   in  Mirebeau, France, from 138 employees to 103 employees,  as
   a  result of the further deterioration of the European  market
   for  high-technology  printed circuit materials.  The  Company
   expects  to record a one-time termination benefits  charge  of
   approximately  $1  million during the 2006 fiscal  year  first
   quarter  ending May 29, 2005. The payment of these termination
   benefits is expected to be substantially completed by the  end
   of  the  2006  fiscal year second quarter  ending  August  28,
   2005.

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 27, 2005, the end of
the  fiscal  year 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
fiscal year, 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  and  are  effective in ensuring  that  information
required  to be disclosed by the Company in the reports  that  it
files  or  submits  under  the Exchange Act  is  accumulated  and
communicated to the Company's management, including the Company's
Chief   Executive  Officer  and  Chief  Financial   Officer,   as
appropriate   to   allow  timely  decisions  regarding   required
disclosure.

 (b)  Managements Annual Report on Internal Control Over Financial
Reporting.

       The   management   of  the  Company  is  responsible   for
establishing  and  maintaining  adequate  internal  control  over
financial  reporting as defined in Rules 13a-15(f) and  15d-15(f)
under  the  Exchange  Act. The Company's  internal  control  over
financial  reporting is designed to provide reasonable  assurance
regarding  the  reliability  of  financial  reporting   and   the
preparation  of  financial statements for  external  purposes  in
accordance with generally accepted accounting principles  in  the
United  States  of America. The Company's internal  control  over
financial  reporting includes those policies and procedures  that
(i)  pertain  to the maintenance of records that,  in  reasonable
detail,  accurately  and  fairly  reflect  the  transactions  and
dispositions   of  the  assets  of  the  Company,  (ii)   provide
reasonable assurance that transactions are recorded as  necessary
to  permit preparation of financial statements in accordance with
generally  accepted accounting principles, and that receipts  and
expenditures  of  the Company are being made only  in  accordance
with  authorizations of management and directors of the  Company,
and  (iii)  provide reasonable assurance regarding prevention  or
timely  detection of unauthorized acquisition, use of disposition
of  the Company's assets that could have a material effect on the
financial statements.

Because  of  its  inherent  limitations,  internal  control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.

Management  assessed the effectiveness of the Company's  internal
control  over  financial reporting as of February  27,  2005.  In
making this assessment, management used the criteria set forth by
the   Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission  ("COSO")  in  Internal Control-Integrated  Framework.
Based  on  management's assessment and those criteria, management
concluded that the Company maintained effective internal  control
over financial reporting as of February 27, 2005.

The Company's independent auditor has issued its audit report  on
management's  assessment of the Company's internal  control  over
financial reporting. That report appears in Item 9A(c) below.

 (c)  Attestation Report of the Registered Public Accounting Firm.

Stockholders and Board of Directors of
  Park Electrochemical Corp.

We   have  audited  management's  assessment,  included  in   the
accompanying Management Report on Internal Control Over Financial
Reporting,  that  Park  Electrochemical  Corp.  and  subsidiaries
maintained effective internal control over financial reporting as
of  February 27, 2005, based on criteria established in  Internal
Control  -  Integrated  Framework  issued  by  the  Committee  of
Sponsoring  Organizations of the Treadway  Commission  (the  COSO
criteria).    The   Company's  management  is   responsible   for
maintaining  effective internal control over financial  reporting
and  for  its assessment of the effectiveness of internal control
over  financial reporting.  Our responsibility is to  express  an
opinion  on  management's  assessment  and  an  opinion  on   the
effectiveness  of the Company's internal control  over  financial
reporting based on our audit.

We  conducted our audit in accordance with the standards  of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance  about whether effective  internal  control
over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over  financial  reporting, evaluating  management's  assessment,
testing and evaluating the design and operating effectiveness  of
internal  control,  and performing such other  procedures  as  we
considered necessary in the circumstances.  We believe  that  our
audit provides a reasonable basis for our opinion.

A  company's  internal  control over  financial  reporting  is  a
process  designed to provide reasonable assurance  regarding  the
reliability  of  financial  reporting  and  the  preparation   of
financial  statements for external purposes  in  accordance  with
generally  accepted  accounting principles. A company's  internal
control  over  financial reporting includes  those  policies  and
procedures  that (1) pertain to the maintenance of records  that,
in   reasonable  detail,  accurately  and  fairly   reflect   the
transactions  and dispositions of the assets of the company;  (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the company are being made only
in  accordance with authorizations of management and directors of
the  company;  and  (3)  provide reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use,
or disposition of the company's assets that could have a material
effect on the financial statements.

Because  of  its  inherent  limitations,  internal  control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that Park Electrochemical
Corp. and subsidiaries maintained effective internal control over
financial reporting as of February 27, 2005, is fairly stated, in
all  material respects, based on the COSO criteria.  Also, in our
opinion,  the  Company  maintained,  in  all  material  respects,
effective  internal  control  over  financial  reporting  as   of
February 27, 2005, based on the COSO criteria.

We  also  have audited, in accordance with the standards  of  the
Public  Company Accounting Oversight Board (United  States),  the
consolidated  balance sheet of the Company  as  of  February  27,
2005, and the related consolidated statements of operations, cash
flows, and stockholders' equity, for the year then ended, and our
report  dated  April  19, 2005 expressed an  unqualified  opinion
thereon.


                                              GRANT THORNTON LLP

New York, New York
April 19, 2005

     (d)  Changes in 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.

Item 9B.  Other Information.

       The  Company  is  not  disclosing  under  this  item   any
information  required  to be disclosed on  Form  8-K  during  the
fourth  quarter  of  the year covered by this  Form  10-K  annual
report,  but  not reported, whether or not otherwise required  by
this Form 10-K.






                            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
2005  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
2005  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 information called for by this Item is incorporated  by
reference  to  the Company's definitive proxy statement  for  the
2005  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
2005  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
2005  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:

             Reports  of Grant Thornton LLP and Ernst  &
             Young LLP, independent auditors                43

             Balance Sheets                                 45

             Statements of Operations                       46

             Statements of Stockholders' Equity             47

             Statements of Cash Flows                       48

             Notes  to Consolidated Financial Statements    49
             (1-22)

         (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    75
             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 76 hereof.


                           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 13, 2005             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

/s/Brian E. Shore     Chairman of the Board,
Brian E. Shore        President and Chief Executive
                      Officer and Director
                      (principal executive officer)   May 13, 2005

/s/Murray O. Stamer   Senior Vice President and
Murray O. Stamer      Chief Financial Officer
                      (principal financial and        May 13, 2005
                      accounting officer)

/s/Mark S. Ain
Mark S. Ain           Director                        May 13, 2005

/s/Dale Blanchfield
Dale Blanchfield      Director                        May 13, 2005


/s/Anthony Chiesa
Anthony Chiesa        Director                        May 13, 2005


/s/Lloyd Frank
Lloyd Frank           Director                        May 13, 2005


/s/Steven T. Warshaw
Steven T. Warshaw     Director                        May 13, 2005







<table>                                           Schedule II
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<caption>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Part 1 of 2)
                                                   Column C
                                                   Additions
     Column A                 Column B
                             Balance at
                             Beginning       Costs and
    Description              of Period       Expenses       Other
<s>                         <c>            <c>             <c>
DEFERRED INCOME TAX ASSET
VALUATION ALLOWANCE:
52 weeks ended
February 27, 2005            $21,564,000   $ 3,352,000         -
52 weeks ended
February 29, 2004            $18,710,000    $ 2,854,000        -
52 weeks ended
March 2, 2003                $ 3,916,000    $14,794,000        -
</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 27, 2005           $1,845,000            $  90,000
52 weeks ended
February 29, 2004           $1,893,000            $ 292,000
52 weeks ended
March 2, 2003               $1,817,000            $ 366,000
</TABLE>
<fn>
  (A)  Uncollectable accounts, net of recoveries.


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

     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 27, 2005                 -       $18,212,000
52 weeks ended
February 29, 2004                 -       $21,564,000
52 weeks ended
March 2, 2003                     -       $18,710,000
</table>

<table>
     Column A                    Column D             Column E
                                   Other
                                                     Balance at
                           Accounts   Translation      End of
    Description          Written Off   Adjustment      Period
                         <c>          <c>            <c>

<s>
                          (A)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS:
52 weeks ended
February 27, 2005         $(28,000)    $   77,000    $1,984,000
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
<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    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.).........................

10.6(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.).........................

10.6(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.)

10.7    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.)

10.7(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.)

10.8    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.)

10.8(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.)

10.8(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.)

10.9    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.)

10.10   Forms of Incentive Stock Option Contract for
        employees, Non-Qualified Stock Option Contract
        for employees and Non-Qualified Stock Option
        Contract for directors under the 2002 Stock         81
        Option Plan of the Company.

14.1    Code of Ethics for Chief Executive Officer and
        Senior Financial Officers adopted on May 6, 2004
        (Reference is made to Exhibit 14.1 of the
        Company's Annual Report on Form 10-K for the
        fiscal year ended February 29, 2004, Commission
        File No. 1-4415, which is incorporated herein by     -
        reference.)

21.1    Subsidiaries of the Company                          89

23.1    Consents of Ernst & Young LLP and Grant Thornton     90
        LLP

31.1    Certification of Chief Executive Officer pursuant
        to Exchange Act Rule 13a-14(a) or 15d-               91
        14(a)

31.2    Certification of Chief Financial Officer pursuant
        to Exchange Act Rule 13a-14(a) or 15d-14(a)          93

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        94

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            95
        2002
















[10k.05]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>e1010.txt
<DESCRIPTION>STOCK OPTION PLAN
<TEXT>

                                                    EXHIBIT 10.10


                   PARK ELECTROCHEMICAL CORP.
                     2002 Stock Option Plan
                 Incentive Stock Option Contract


     THIS INCENTIVE STOCK OPTION CONTRACT entered into as of this
_____  day of ______, between PARK ELECTROCHEMICAL CORP.,  a  New
York corporation (the "Company"), and ________ an employee of the
Company or one of its subsidiaries (the "Optionee").

                     W I T N E S S E T H :

      1.   The Company, in accordance with the allotment made  by
the  Stock  Option  Committee,  and  subject  to  the  terms  and
conditions of the 2002 Stock Option Plan of the Company ("Plan"),
grants  as  of  the date hereof, to the Optionee,  an  option  to
purchase an aggregate of ___ shares of the Common Stock, $.10 par
value  per  share, of the Company ("Common Stock") at  _____  per
share,  being  the fair market value of such stock  on  the  date
hereof.

     2.  The term of this option shall be ten (10) years from the
date  hereof, subject to earlier termination as provided  in  the
Plan.   This option is exercisable, commencing ____ as to 25%  of
the  aggregate number of shares originally subject hereto and  as
to  an  additional  25%  on each succeeding  anniversary  of  the
granting  of  the option; provided, however, that  the  right  to
purchase  shall  be  cumulative, so that if the  full  number  of
shares  purchasable  in  a period shall  not  be  purchased,  the
balance  may  be  purchased at any time  or  from  time  to  time
thereafter,  but  prior to the termination of the  option.   This
option may be exercised in whole or in part and from time to time
as  to  shares  which have become purchasable, by giving  written
notice to the Company at its principal office, presently 5 Dakota
Drive, Lake Success, New York 11042, identifying the option being
exercised,   specifying  the  number  of  shares  purchased   and
accompanied  by  payment in full of the aggregate purchase  price
therefor, in cash, Common Stock, or any combination thereof.

      3. (a)  In the event that the employment of the Optionee is
terminated during the term of this option (other than  by  reason
of  disability or death), this option, subject to the  provisions
of  Section  4 hereof, may be exercised by the Optionee,  to  the
extent  the  Optionee was entitled to do so on the  date  of  the
termination  of employment, at any time within three  (3)  months
after such termination, but not thereafter, and in no event after
the  date  on which this option would otherwise expire;  provided
that if such employment shall be terminated either (i) for cause,
or  (ii) without the written consent of the Company, this  option
shall   (to   the  extent  not  previously  exercised)  terminate
immediately.

         (b)  In the event that the employment of the Optionee is
terminated  during  the  term of this option  by  reason  of  the
disability  (as  defined  in Section  22(e)(3)  of  the  Internal
Revenue  Code of 1986, as amended (the "Code")) of the  Optionee,
this  option, subject to the provisions of Section 4 hereof,  may
be exercised to the extent exercisable upon the effective date of
such  termination, at any time within one (1) year after the date
of  termination,  but not thereafter, and in no event  after  the
date on which this option would otherwise expire.


         (c)  In the event that the Optionee dies while he is  an
employee  of  the  Company or any of its subsidiaries  or  within
three  months  after termination of his employment  (unless  such
termination was either (i) for cause, or (ii) without the written
consent  of  the  Company), this option may be exercised  to  the
extent  exercisable on the date of his death,  by  his  executor,
administrator or other such person at the time entitled by law to
his  rights under such option, at any time within six (6)  months
after  the date of his death, but not thereafter, and in no event
after the date on which this option would otherwise expire.

     4.  The Optionee agrees to remain an employee of the Company
or its subsidiaries, at the election of the Company, for a period
of  one (1) year from the date hereof or such later date to which
the  Optionee is contractually obligated to remain in the  employ
of  the  Company,  and further agrees that he will,  during  such
employment,  serve the Company in good faith  and  use  his  best
effort  at all times to promote its interests; provided, however,
that nothing in the Plan or herein shall confer upon the Optionee
any  right  to  continue as an employee of  the  Company  or  its
subsidiaries  or  interfere in any way  with  the  right  of  the
Company or its subsidiaries to terminate such employment  at  any
time during such periods without liability of the Company or  its
subsidiaries.

     5.  The Optionee represents and agrees that  in the event of
any  exercise  of this option, unless the shares of Common  Stock
received  upon such exercise shall have been registered under  an
effective  registration statement under  the  Securities  Act  of
1933,  as  amended (the "Securities Act"), such shares constitute
"restricted securities", as defined in Rule 144 promulgated under
the  Securities Act, and agrees that such shares may not be  sold
except  in  compliance  with  the applicable  provisions  of  the
Securities Act.

      6.  In the event of any disposition of the shares of Common
Stock  acquired upon the exercise of this option within  two  (2)
years from the date hereof, or within one (1) year from the  date
of  issuance  of  the shares to the Optionee, the Optionee  shall
notify  the  Company thereof in writing within thirty  (30)  days
after  such  disposition and will pay to the  Company  an  amount
necessary  to  satisfy its obligations to withhold any  taxes  by
reason of such disqualifying disposition.

     7.   The  Company and the Optionee further agree  that  they
will  both  be  subject  to and bound by all  of  the  terms  and
conditions  of the Plan, as amended from time to  time.   In  the
event  of a conflict between the terms of this contract  and  the
terms of the Plan, the terms of the Plan shall govern.

     8.   This option is not transferable otherwise than by  will
or  the  laws  of descent and distribution and may be  exercised,
during the lifetime of the Optionee, only by him.

     9.   The Plan has been adopted prior to the promulgation  of
final rules and regulations by the Internal Revenue Service under
Section  422A  of the Code.  Accordingly, as it is intended  that
this  option be an incentive stock option within the  meaning  of
such Section, the Optionee agrees that the Company may amend  the
Plan  and this option in any respect necessary or appropriate  to
bring  the  Plan and this option into compliance  with  any  such
final rules and regulations.

     10.   This contract shall be binding upon and inure  to  the
benefit  of  any  successor assign of  the  Company  and  to  any
executor, administrator or legal representative entitled  by  law
to the Optionee's rights hereunder.


      11.   By  signing  this contract, the undersigned  Optionee
represents  and  warrants  to the Company  that  the  undersigned
Optionee  has  complied with the Company's "Guidelines  Regarding
Conflicts  of  Interest  and  Business  Ethics"  and   that   the
undersigned  Optionee does not have any investment or  any  other
interest  in any competitor, customer or supplier of the  Company
or of any subsidiary of the Company other than investments in the
outstanding  capital  stock of any such competitor,  customer  or
supplier held by the undersigned indirectly through an investment
in  a  mutual fund or similar investment company and  other  than
investments disclosed in writing to, and acknowledged in  writing
by, the President or the General Counsel of the Company.

      IN  WITNESS WHEREOF, the parties hereto have duly  executed
this contract as of the day and year first above written.


OPTIONEE                                   PARK   ELECTROCHEMICAL
CORP.



By:_________________________________
[sign name]


                                                           Title:
________________________________
[print full name]



































                   PARK ELECTROCHEMICAL CORP.
                     2002 Stock Option Plan
               Non-Qualified Stock Option Contract

      THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
this  ____ day of ______, between PARK ELECTROCHEMICAL  CORP.,  a
New  York  corporation (the "Company"), and _____ an employee  of
the Company or one of its subsidiaries (the "Optionee").

                     W I T N E S S E T H :

      1.   The Company, in accordance with the allotment made  by
the  Stock  Option  Committee,  and  subject  to  the  terms  and
conditions of the 2002 Stock Option Plan of the Company ("Plan"),
grants  as  of  the date hereof, to the Optionee,  an  option  to
purchase  an  aggregate of ____ shares of the Common Stock,  $.10
par  value per share, of the Company ("Common Stock") at ____ per
share,  being  the fair market value of such stock  on  the  date
hereof.

     2.  The term of this option shall be ten (10) years from the
date  hereof, subject to earlier termination as provided  in  the
Plan.   This  option  is  exercisable,  in  accordance  with  the
following schedule:

                            Shares Becoming
           Vesting Date       Exercisable




          Total

provided,   however,  that  the  right  to  purchase   shall   be
cumulative, so that if the full number of shares purchasable in a
period  shall  not be purchased, the balance may be purchased  at
any  time  or  from  time to time thereafter, but  prior  to  the
termination of the option.  This option may be exercised in whole
or  in  part and from time to time as to shares which have become
purchasable,  by  giving written notice to  the  Company  at  its
principal  office,  presently 5 Dakota Drive, Lake  Success,  New
York  11042,  identifying the option being exercised,  specifying
the number of shares purchased and accompanied by payment in full
of  the aggregate purchase price therefor, in cash, Common Stock,
or any combination thereof.

      3. (a)  In the event that the employment of the Optionee is
terminated during the term of this option (other than  by  reason
of  disability or death), this option, subject to the  provisions
of  Section  4 hereof, may be exercised by the Optionee,  to  the
extent  the  Optionee was entitled to do so on the  date  of  the
termination  of employment, at any time within three  (3)  months
after such termination, but not thereafter, and in no event after
the  date  on which this option would otherwise expire;  provided
that if such employment shall be terminated either (i) for cause,
or  (ii) without the written consent of the Company, this  option
shall   (to   the  extent  not  previously  exercised)  terminate
immediately.

         (b)  In the event that the employment of the Optionee is
terminated  during  the  term of this option  by  reason  of  the
disability  (as  defined  in Section  22(e)(3)  of  the  Internal
Revenue  Code of 1986, as amended (the "Code")) of the  Optionee,
this  option, subject to the provisions of Section 4 hereof,  may
be exercised to the extent exercisable upon the effective date of
such  termination, at any time within one (1) year after the date
of  termination,  but not thereafter, and in no event  after  the
date on which this option would otherwise expire.

         (c)  In the event that the Optionee dies while he is  an
employee  of  the  Company or any of its subsidiaries  or  within
three  months  after termination of his employment  (unless  such
termination was either (i) for cause, or (ii) without the written
consent  of  the  Company), this option may be exercised  to  the
extent  exercisable on the date of his death,  by  his  executor,
administrator or other such person at the time entitled by law to
his  rights under such option, at any time within six (6)  months
after  the date of his death, but not thereafter, and in no event
after the date on which this option would otherwise expire.

     4.  The Optionee agrees to remain an employee of the Company
or its subsidiaries, at the election of the Company, for a period
of  one (1) year from the date hereof or such later date to which
the  Optionee is contractually obligated to remain in the  employ
of  the  Company,  and further agrees that he will,  during  such
employment,  serve the Company in good faith  and  use  his  best
effort  at all times to promote its interests; provided, however,
that nothing in the Plan or herein shall confer upon the Optionee
any  right  to  continue as an employee of  the  Company  or  its
subsidiaries  or  interfere in any way  with  the  right  of  the
Company or its subsidiaries to terminate such employment  at  any
time during such periods without liability of the Company or  its
subsidiaries.

     5.  The Optionee represents and agrees that  in the event of
any  exercise  of this option, unless the shares of Common  Stock
received  upon such exercise shall have been registered under  an
effective  registration statement under  the  Securities  Act  of
1933,  as  amended (the "Securities Act"), such shares constitute
"restricted securities", as defined in Rule 144 promulgated under
the  Securities Act, and agrees that such shares may not be  sold
except  in  compliance  with  the applicable  provisions  of  the
Securities Act.

     6.  Upon the exercise of this option, the Optionee shall pay
to  the Company an amount necessary to satisfy its obligations to
withhold any taxes by reason of such exercise.

      7.   The  Company and the Optionee further agree that  they
will  both  be  subject  to and bound by all  of  the  terms  and
conditions  of the Plan, as amended from time to  time.   In  the
event  of a conflict between the terms of this contract  and  the
terms of the Plan, the terms of the Plan shall govern.

      8.   This option is not transferable otherwise than by will
or  the  laws  of descent and distribution and may be  exercised,
during the lifetime of the Optionee, only by him.

      9.   It is agreed that this option is a Non-Qualified Stock
Option, as such term is defined in the Plan.

      10.  This contract shall be binding upon and inure  to  the
benefit  of  any successor or assign of the Company  and  to  any
executor, administrator or legal representative entitled  by  law
to the Optionee's rights hereunder.

      11.  By  signing  this  contract, the undersigned  Optionee
represents  and  warrants  to the Company  that  the  undersigned
Optionee  has  complied with the Company's "Guidelines  Regarding
Conflicts  of  Interest  and  Business  Ethics"  and   that   the
undersigned  Optionee does not have any investment or  any  other
interest  in any competitor, customer or supplier of the  Company
or of any subsidiary of the Company other than investments in the
outstanding  capital  stock of any such competitor,  customer  or
supplier held by the undersigned indirectly through an investment
in  a  mutual fund or similar investment company and  other  than
investments disclosed in writing to, and acknowledged in  writing
by, the President or the General Counsel of the Company.

      IN  WITNESS WHEREOF, the parties hereto have duly  executed
this contract as of the day and year first above written.



OPTIONEE                                    PARK  ELECTROCHEMICAL
CORP.


                                     By:
[sign name]


                                                           Title:
________________________________
[print full name]










































                   PARK ELECTROCHEMICAL CORP.
                     2002 Stock Option Plan
               Non-Qualified Stock Option Contract


      THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of
this  ___ day of ____ between PARK ELECTROCHEMICAL CORP.,  a  New
York  corporation (the "Company"), and______, a director  of  the
Company (the "Optionee").

                     W I T N E S S E T H :

      1.   The Company, in accordance with the allotment made  by
the  Stock  Option  Committee,  and  subject  to  the  terms  and
conditions of the 2002 Stock Option Plan of the Company ("Plan"),
grants  as  of  the date hereof, to the Optionee,  an  option  to
purchase an aggregate of ______ shares of the Common Stock,  $.10
par  value per share,of the Company ("Common Stock") at ____  per
share,  being  the fair market value of such stock  on  the  date
hereof.

     2.  The term of this option shall be ten (10) years from the
date  hereof, subject to earlier termination as provided  in  the
Plan.  This option is exercisable, commencing _____ as to 25%  of
the  aggregate number of shares originally subject hereto and  as
to  an  additional  25%  on each succeeding  anniversary  of  the
granting  of  the option; provided, however, that  the  right  to
purchase  shall  be  cumulative, so that if the  full  number  of
shares  purchasable  in  a period shall  not  be  purchased,  the
balance  may  be  purchased at any time  or  from  time  to  time
thereafter,  but  prior to the termination of the  option.   This
option may be exercised in whole or in part and from time to time
as  to  shares  which have become purchasable, by giving  written
notice to the Company at its principal office, presently 5 Dakota
Drive, Lake Success, New York 11042, identifying the option being
exercised,   specifying  the  number  of  shares  purchased   and
accompanied  by  payment in full of the aggregate purchase  price
therefor, in cash, Common Stock, or any combination thereof.

      3. (a)  In the event that the service of the Optionee as  a
director  of  the Company is terminated during the term  of  this
option  (other  than  by  reason of disability  or  death),  this
option,  subject to the provisions of Section 4  hereof,  may  be
exercised  by  the  Optionee,  to the  extent  the  Optionee  was
entitled  to do so on the date of such termination, at  any  time
within   three  (3)  months  after  such  termination,  but   not
thereafter,  and in no event after the date on which this  option
would  otherwise  expire; provided that  if  such  service  as  a
director  shall  be  terminated either (i)  for  cause,  or  (ii)
without the written consent of the Company, this option shall (to
the extent not previously exercised) terminate immediately.

       (b)   In the event that the service of the Optionee  as  a
director  of  the Company is terminated during the term  of  this
option  by  reason  of  the disability  (as  defined  in  Section
22(e)(3)  of  the Internal Revenue Code of 1986, as amended  (the
"Code"))  of the Optionee, this option, subject to the provisions
of  Section  4 hereof, may be exercised to the extent exercisable
upon  the effective date of such termination, at any time  within
one  (1)  year after the date of termination, but not thereafter,
and  in  no  event  after  the date on which  this  option  would
otherwise expire.

       (c)   In  the event that the Optionee dies while he  is  a
director  of the Company or within three months after termination
of  his service as a director (unless such termination was either
(i)  for  cause,  or  (ii)  without the written  consent  of  the
Company),  this option may be exercised to the extent exercisable
on the date of his death, by his executor, administrator or other
such  person at the time entitled by law to his rights under such
option, at any time within six (6) months after the date  of  his
death,  but  not thereafter, and in no event after  the  date  on
which this option would otherwise expire.

     4.  The Optionee agrees to remain a director of the Company,
at  the election of the Board of Directors or the shareholders of
the Company, for a period of one (1) year from the date hereof or
such  later date to which the Optionee is contractually obligated
to  remain a director of the Company, and further agrees that  he
will, during such service as a director of the Company, serve the
Company  in  good faith and use his best effort at all  times  to
promote  its  interests; provided, however, that nothing  in  the
Plan  or  herein  shall  confer upon the Optionee  any  right  to
continue  as a director of the Company or interfere  in  any  way
with  the right of the Board of Directors or shareholders of  the
Company to terminate such service as a director of the Company at
any time during such periods without liability of the Company  or
its subsidiaries.

     5.  The Optionee represents and agrees that  in the event of
any  exercise  of this option, unless the shares of Common  Stock
received  upon such exercise shall have been registered under  an
effective  registration statement under  the  Securities  Act  of
1933,  as  amended (the "Securities Act"), such shares constitute
"restricted securities", as defined in Rule 144 promulgated under
the  Securities Act, and agrees that such shares may not be  sold
except  in  compliance  with  the applicable  provisions  of  the
Securities Act.

      6. Upon the exercise of this option, the Optionee shall pay
to  the Company an amount necessary to satisfy its obligations to
withhold any taxes by reason of such exercise.

7.   The  Company and the Optionee further agree that  they  will
both  be  subject to and bound by all of the terms and conditions
of  the  Plan, as amended from time to time.  In the event  of  a
conflict between the terms of this contract and the terms of  the
Plan, the terms of the Plan shall govern.

      8.   This option is not transferable otherwise than by will
or  the  laws  of descent and distribution and may be  exercised,
during the lifetime of the Optionee, only by him.

      9.  It is agreed that this option is a Non-Qualified  Stock
Option, as such term is defined in the Plan.

     10.   This contract shall be binding upon and inure  to  the
benefit  of  any successor or assign of the Company  and  to  any
executor, administrator or legal representative entitled  by  law
to the Optionee's rights hereunder.

      IN  WITNESS WHEREOF, the parties hereto have duly  executed
this contract as of the day and year first above written.


OPTIONEE                                   PARK   ELECTROCHEMICAL
CORP.



By:________________________________
[sign name]


                                                           Title:
_______________________________
[print full name]



[exhibit 10.10]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>e211.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>

                                                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
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 STS, Inc.                     Delaware
Nelco Technology, Inc.              Delaware
Nelco Technology (Zhuhai FTZ) Ltd.  China
Neltec, Inc.                        Delaware
Neltec Europe SAS                   France
Neltec SA                           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









[exhibit21.1-05]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>e231a.txt
<DESCRIPTION>AUDITORS CONSENTS
<TEXT>

                                                Exhibit 23.1






INDEPENDENT AUDITORS' CONSENTS


We have issued our reports dated April 19, 2005 (except with
respect to the matters described in Note 22, as to which the
date   is   May  12,  2005)  accompanying  the  consolidated
financial   statements  and  Schedule  II  and  management's
assessment  of  the effectiveness of internal  control  over
financial  reporting included in the Annual Report  of  Park
Electrochemical  Corp.  on Form  10-K  for  the  year  ended
February  27,  2005.  We hereby consent to the incorporation
by  reference of said reports in the Registration Statements
Nos.  33-55383, 33-63956 and 333-12463 on Form S-8  of  Park
Electrochemical Corp.



GRANT THORNTON LLP

New York, New York
April 19, 2005 (except with respect to the matters described
in Note 22, as to which the date is May 12, 2005)


We   consent  to  the  incorporation  by  reference  in  the
Registration  Statements Nos. 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 27, 2005.



ERNST & YOUNG LLP

New York, New York
May 13, 2005









[exhibit23.1-05]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>e3101k.txt
<DESCRIPTION>CEO CERTIFICATION
<TEXT>

                                                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 27, 2005 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)) and internal control over financial
     reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) 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)  designed  such  internal  control  over  financial
          reporting, or caused such internal control over financial
          reporting to be designed under our supervision, to provide
          reasonable assurance regarding the reliability of financial
          reporting and the preparation of financial statements for
          external purposes in accordance with generally accepted
          accounting principles;
     (c)  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
     (d)  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 13, 2005




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
















[exhibit3101k]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>6
<FILENAME>e3102k.txt
<DESCRIPTION>CFO CERTIFICATION
<TEXT>

                                                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 27, 2005 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)) and internal control over financial
     reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) 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)  designed  such  internal  control  over  financial
          reporting, or caused such internal control over financial
          reporting to be designed under our supervision, to provide
          reasonable assurance regarding the reliability of financial
          reporting and the preparation of financial statements for
          external purposes in accordance with generally accepted
          accounting principles;
     (c)  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
     (d)  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 13, 2005



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












[exhibit3102k]ll
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>e3201k.txt
<DESCRIPTION>CEO CERTIFICATION SARBANES-OXLEY
<TEXT>

                                                 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  27,  2005 as filed with the  Securities  and
Exchange Commission on the date hereof (the "Report"),  Brian
E.  Shore,  as President and 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 13, 2005







[Exhibit-3201k]ll







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>e3202k.txt
<DESCRIPTION>CFO CERTIFICATION SARBANES-OXLEY
<TEXT>

                                                 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  27,  2005 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 13, 2005







[Exhibit-3202k]ll
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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