Proxy Statement Pursuant to Section 14(a) of the Securities
            Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant   [X]

Filed by a Party other than the Registrant   [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
                                    Commission Only (as permitted
                                    by Rule14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Under Rule 14a-12

                   Park Electrochemical Corp.
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, If Other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee  computed  on  table below per Exchange  Act  Rules  14a-
     6(i)(1) and 0-11.

(1) Title  of  each  class  of securities to  which  transactions
     applies:
________________________________________________________________

(2) Aggregate number of securities to which transaction applies:
________________________________________________________________

(3)  Per  unit  price  or other underlying value  of  transaction
   computed  pursuant to Exchange Act Rule 0-11  (set  forth  the
   amount on which the filing fee is calculated and state how  it
   was determined):
________________________________________________________________

(4) Proposed maximum aggregate value of transaction:
________________________________________________________________

(5) Total fee paid:
________________________________________________________________

[ ] Fee paid previously with preliminary materials:
________________________________________________________________

[ ]  Check  box  if any part of the fee is offset as provided  by
   Exchange  Act  Rule  0-11(a)(2) and identify  the  filing  for
   which  the  offsetting fee was paid previously.  Identify  the
   previous filing by registration statement number, or the  form
   or schedule and the date of its filing.

   (1) Amount previously paid:

   (2) Form, Schedule or Registration Statement No.:

   (3) Filing Party:

   (4) Date Filed:

APPENDIX  to electronically filed Proxy Statement dated June  12,
2003   of   Park  Electrochemical  Corp.  listing   all   graphic
information included in such Proxy Statement:

1. Stock   Performance  Graph  appearing  on  page  17  of  Proxy
   Statement  dated June 12, 2003 comparing the yearly percentage
   change  in  the  cumulative total shareholder  return  on  the
   Registrant's Common Stock with the cumulative total return  of
   the  New  York Stock Exchange Market Index and a Media General
   Financial   Services  Index  for  electronic  components   and
   accessories  manufacturers comprised of the  Company  and  259
   other  companies for the period of the Company's  five  fiscal
   years  commencing  March 2, 1998 and  ending  March  2,  2003,
   assuming  that $100 had been invested in the Company's  Common
   Stock  and each index on February 27, 1998 and that  all  divi
   dends  on  the  Company's  Common  Stock  and  on  each  stock
   included in each index were reinvested.

   Such  graph  shows  that such $100 invested in  the  Company's
   Common Stock would have had a value of $86.10 on February
   28, 1999, $72.69 on February 27, 2000, $162.69 on February  25,
   2001,  $126.78 on March 3, 2002 and $80.29 on March  2,  2003,
   that  such  $100  invested  in  the  Media  General  Financial
   Services  Index  would  have had values of  $120.56,  $355.95,
   $155.81,  $134.97 and $73.91, respectively, on such dates  and
   that  such $100 invested in the New York Stock Exchange Market
   Index  would  have  had values of $109.94,  $111.32,  $119.46,
   $112.18 and $91.28, respectively, on such dates.

















                   PARK ELECTROCHEMICAL CORP.
                         5 Dakota Drive
                  Lake Success, New York  11042



            Notice of Annual Meeting of Shareholders
                          July 17, 2003
                               ___



      The  Annual Meeting of Shareholders of PARK ELECTROCHEMICAL
CORP.  (the "Company") will be held at The Bank of New York, One


Wall Street - 47th Floor, New York, New York (attendees must  use
the 80 Broadway entrance) on July 17, 2003 at 10:00 o'clock A.M.,
New York time, for the purpose of considering and acting upon the
following:

     1. The  election  of five (5)  directors  to
        serve   until  the  next  annual   meeting   of
        shareholders  and  until their  successors  are
        elected and qualified.

     2. The transaction of such other business as may properly come
        before the meeting.

     Only  holders  of  record of Common Stock at  the  close  of
business  on May 21, 2003 will be entitled to notice of,  and  to
vote at, the meeting or any adjournment or postponement thereof.


                              By Order of the Board of Directors,


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



Dated:  June 12, 2003









ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.  IF
YOU  DO  NOT  EXPECT  TO BE PRESENT, PLEASE  DATE  AND  SIGN  THE
ENCLOSED  FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY  IN
THE  ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.

                   PARK ELECTROCHEMICAL CORP.
                         5 Dakota Drive
                  Lake Success, New York  11042

                  P R O X Y  S T A T E M E N T
                 Annual Meeting of Shareholders
                          July 17, 2003


      This  Proxy Statement is furnished in connection  with  the
solicitation  by  the Board of Directors (the  "Board")  of  Park
Electrochemical Corp. (the "Company") of proxies with respect  to
the  Annual Meeting of Shareholders of the Company to be held  on
July  17, 2003, and any adjournment or postponement thereof  (the
"Meeting").  Any shareholder giving such a proxy  (the  form  for
which  is  enclosed with this Proxy Statement) has the  power  to
revoke  the same at any time before it is voted by (i) delivering
written  notice of such revocation bearing a later date than  the
proxy  to the Secretary of the Company, (ii) submitting a  later-
dated proxy, or (iii) attending the Meeting and voting in person.

      This Proxy Statement and the accompanying form of proxy are
first  being mailed on or about June 12, 2003 to all shareholders
of record as of the close of business on May 21, 2003.

                        VOTING SECURITIES

     As of May 21, 2003, the outstanding voting securities of the
Company consisted of 19,755,755 shares of Common Stock, par value
$.10  per share, of the Company (the "Common Stock"), each  share
of  which,  held of record at the close of business  on  May  21,
2003, is entitled to one vote. Presence in person or by proxy  of
holders  of a majority of the outstanding shares of Common  Stock
will  constitute a quorum for the transaction of business at  the
Meeting.  Abstentions  and  broker non-votes,  if  any,  will  be
included  for purposes of determining a quorum. With  respect  to
the  election of directors, abstentions and broker non-votes,  if
any,  will not be counted as having been voted and will  have  no
effect on the outcome of the votes.

     As  of May 21, 2003, all executive officers and directors of
the  Company  as  a  group  (11 persons)  beneficially  owned  an
aggregate of 2,641,183 shares of Common Stock (including  options
to   purchase  an  aggregate  of  667,437  shares),  constituting
approximately  12.9% of the outstanding shares  of  Common  Stock
(giving effect to the exercise of such options).

                         STOCK OWNERSHIP

Principal Shareholders

      The  following table sets forth information as of  May  21,
2003  with  respect  to  each person (including  any  "group"  of
persons  as  that  term  is  used  in  Section  13(d)(3)  of  the
Securities  Exchange  Act  of 1934,  as  amended  (the  "Exchange
Act")),  who  is known to the Company to be the beneficial  owner
(for  purposes  of  the  rules  of the  Securities  and  Exchange
Commission) of more than 5% of the outstanding shares  of  Common
Stock as of that date.



                                  
                           Amount and
                            Nature of   Percent
Name and Address           Beneficial      of
of Beneficial Owner         Ownership    Class


Deprince, Race  &  Zollo, 1,768,350(a)  9.0%
Inc.
201 S. Orange Avenue
Suite 850
Orlando, FL 32801

Jerry Shore               1,731,030(b)  8.7%
5 Dakota Drive
Lake Success, NY 11042

Wachovia Corporation      1,266,290(c)  6.4%
One Wachovia Center
Charlotte, NC 28288

(a)   Deprince,  Race  &  Zollo, Inc.,  a  registered  investment
   adviser, holds sole investment power and sole voting power over
   all of such shares, based on its Schedule 13G dated February 7,
   2003,   filed   under  the  Exchange  Act,  which  represented
   approximately 9.0% of the outstanding shares of the  Company's
   Common Stock as of May 21, 2003.
(b)  Includes 30,000 shares of Common Stock which Jerry Shore may
acquire pursuant to options, 168,615 shares owned by a member of
Jerry Shore's family, of which he disclaims beneficial ownership,
and 45,129 shares owned by a foundation, of which he disclaims
beneficial ownership.
(c)  Wachovia Corporation, a parent holding company, holds sole
investment power over 1,244,540 of such shares and sole voting
power over 47,550 of such shares, based on its Schedule 13G dated
February 13, 2003, filed under the Exchange Act, which
represented approximately 6.4% of the outstanding shares of the
Company's Common Stock as of May 21, 2003.


Ownership of Directors and Executive Officers

      The  following table sets forth information as of  May  21,
2003  with  respect to shares of Common Stock beneficially  owned
(for  purposes  of  the  rules  of the  Securities  and  Exchange
Commission)  by  each  director and nominee,  by  each  executive
officer   of  the  Company  who  is  identified  in  the  Summary
Compensation table elsewhere in this Proxy Statement and  by  all
directors,  nominees and executive officers of the Company  as  a
group.




                                      Amount and
                                       Nature of      Percent
                                       Beneficial       of
Name of Beneficial Owner               Ownership       Class
                                               
Mark S. Ain                             21,750(a)        *
Anthony Chiesa                         119,250(b)        *
Lloyd Frank                             24,000(c)        *
Brian E. Shore                         520,972(d)      2.6%
Jerry Shore                          1,731,030(e)      8.7%
Emily J. Groehl                         47,343(f)        *
John Jongebloed                         26,575(g)        *
Thomas T. Spooner                       42,624(h)        *
Gary M. Watson                          26,375(i)        *
All directors and executive officers 2,641,183(j)     12.9%
 as a group (11 persons)


*    Less than 1%
(a)  Consists of shares which Mark S. Ain may acquire pursuant to
     options.
(b)  Includes  6,750  shares  which Anthony  Chiesa  may  acquire
     pursuant to options.
(c)  Includes  18,000  shares  which  Lloyd  Frank  may   acquire
     pursuant to options and 3,000 shares owned by a member of Lloyd
     Frank's family, of which he disclaims beneficial ownership.
(d)  Includes  412,500  shares which Brian E. Shore  may  acquire
     pursuant to options.
(e)  See  note  (a) to the table under "Stock Ownership-Principal
     Shareholders" for information with respect to these shares.
(f)  Includes  32,634  shares which Emily J. Groehl  may  acquire
     pursuant to options.
(g)  Includes  24,775  shares which John Jongebloed  may  acquire
     pursuant to options.
(h)  Includes  42,282 shares which Thomas T. Spooner may  acquire
     pursuant to options.
(i)  Includes  25,625  shares which Gary M.  Watson  may  acquire
     pursuant to options.
(j)  Includes 1,973,746 shares owned by directors, nominees,  and
     executive officers and 667,437 shares issuable to directors,
     nominees and executive officers upon exercise of options that are
     exercisable as of May 21, 2003 or become exercisable within 60
     days thereafter.


                      ELECTION OF DIRECTORS

      The  Board  to be elected at the Meeting consists  of  five
members.  Proxies  will be voted in accordance with  their  terms
and, in the absence of contrary instructions, for the election as
directors  of  the nominees whose names appear in  the  following
table,  to  serve for the ensuing year and until their successors
are  elected and qualified. Should any of the nominees not remain
a  candidate at the time of the Meeting (a situation which is not
now  anticipated), proxies solicited hereunder will be  voted  in
favor  of those nominees who do remain as candidates and  may  be
voted  for substituted nominees. The five nominees who receive  a
plurality of the votes cast at the Meeting in person or by  proxy
shall  be elected. Each of the nominees is presently a member  of
the Board.
 

                Principal Occupation; Positions
                 and Offices with the Company;         Director
Name                  Other Directorships         Age   Since
                                              
Mark S. Ain    Chief Executive Officer and         60    1998
               Chairman  of the Board  of  Kronos
               Incorporated,  a  manufacturer  of
               computerized systems for time  and
               labor    management,   Chelmsford,
               Massachusetts; and a  director  of
               KVH   Industries,  Inc.  and   LTX
               Corporation

Anthony Chiesa Former Vice President of the        82    1954
               Company

Lloyd Frank    Partner,   Jenkins   &   Gilchrist  77    1985
               Parker Chapin LLP, New York  City;
               and   director  of  DryClean,  USA
               Inc.    and    Volt    Information
               Sciences, Inc.

Brian E. Shore President and Chief Executive       51    1983
               Officer of the Company

Jerry Shore    Chairman of the Board of the        77    1954
               Company




      Each  of the persons named in the above table has  had  the
principal occupation set forth opposite his name for at least the
past  five  years. Jenkins & Gilchrist Parker Chapin LLP,  a  law
firm  of  which Lloyd Frank is a partner, was retained to provide
counsel to the Company during its last fiscal year.

      There  are no family relationships among any of the persons
named in the above table or among any of such persons and any  of
the  other  executive officers of the Company, except that  Jerry
Shore is the father of Brian E. Shore.

      The Company's Audit Committee currently consists of Mark S.
Ain,   Anthony   Chiesa   and  Lloyd  Frank.   The   duties   and
responsibilities  of  the Audit Committee  are  set  forth  in  a
written  charter  adopted  by the Board,  a  copy  of  which  was
attached as Appendix A to the Company's Proxy Statement  for  its
Annual Meeting of Shareholders held on July 18, 2001, as required
by  rules  of  the  Securities and Exchange Commission,  and  are
described  elsewhere in this Proxy Statement  under  the  caption


"Other  Matters  - Audit Committee Report". The  Audit  Committee
also issues the Audit Committee Report required to be included in
the  Company's  Proxy Statement by rules of  the  Securities  and
Exchange Commission. The Audit Committee Report for the Company's
2003 fiscal year is set forth under the caption "Other Matters  -
Audit Committee Report" elsewhere in this Proxy Statement.

     The  Company has a Compensation Committee and a Stock Option
Committee,  each  consisting of Anthony Chiesa, Lloyd  Frank  and
Jerry  Shore.  Their functions are described  elsewhere  in  this
Proxy  Statement under the caption "Executive Compensation--Board
and  Compensation  Committee Report on  Executive  Compensation".
The Company does not have a nominating committee.

      During  the  Company's  last  fiscal  year,  the  Board  of
Directors  met  eight  times and authorized action  by  unanimous
written  consent  on  eight occasions, the  Audit  Committee  met
twice,  the Compensation Committee met once, and the Stock Option
Committee met twice. Each of the directors attended at least  75%
of  the meetings held by the Board and each committee thereof  of
which he was a member during the Company's last fiscal year.

      Each director who is not an employee of the Company or  any
of  its subsidiaries receives a fee of $10,000 per annum for  his
services  as  a  director and is reimbursed for  travel  expenses
incurred in attending meetings of the Board of Directors  of  the
Company.

      On  March  20,  2002, Messrs. Ain, Chiesa  and  Frank  each
received  a nonqualified stock option for 3,000 shares of  Common
Stock  at  an  exercise  price  of $29.05  per  share  under  the
Company's  1992  Stock  Option Plan, as amended.  Each  of  these
options  expires  on March 20, 2012, and each is  exercisable  25
percent  after one year from date of grant, 50 percent after  two
years from date of grant, 75 percent after three years from  date
of grant and 100 percent after four years from date of grant.


                     EXECUTIVE COMPENSATION

Summary Compensation

      The following table shows the compensation for each of  the
three  most recent fiscal years for the Company's Chief Executive
Officer  and  the  four  other most highly compensated  executive
officers  who  were  serving in such capacities at the end of the


Company's most recent fiscal year.














                                Annual Compensation
                                                     Other
                                                    Annual
Name and                 Year                       Compen-
Principal Position       (a)    Salary     Bonus    sation
                                        
Brian E. Shore(c)        2003  $357,760  $  -0-       $-0-
 President and Chief     2002   364,640     -0-        -0-
 Executive Officer       2001   357,760   200,000      -0-

Emily J. Groehl          2003   210,912     -0-        -0-
 Senior Vice President,  2002   214,968     -0-        -0-
 Sales and Marketing     2001   210,912   175,000      -0-

John Jongebloed(d)       2003   165,000     -0-        -0-
 Senior Vice President,  2002   168,173     -0-        -0-
 Global Logistics

Thomas T. Spooner(e)     2003   158,740     -0-        -0-
 Senior Vice President,  2002   161,793     -0-        -0-
 Corporate and           2001   158,740    90,000      -0-
 Technology Development

Gary M. Watson(f)        2003   223,047     -0-      71,964
 Senior Vice President,  2002   203,846     -0-        -0-
 Engineering and         2001   141,698   100,000      -0-
 Technology and Senior
 Vice President, Asian
 Business Unit




                                 Long-Term
                               Compensation
                                  Awards
                                Securities   All Other
                                Underlying    Compen-
Name and                 Year    Options/     sation
Principal Position       (a)      SARs(#)       (b)
                                    
Brian E. Shore(c)        2003     25,000      $ 4,000
 President and Chief     2002     40,000        8,500
 Executive Officer       2001     75,000       17,000

Emily J. Groehl          2003     15,000        4,000
 Senior Vice President,  2002     15,000        8,500
 Sales and Marketing     2001     11,250       17,000

John Jongebloed(d)       2003     10,000        3,300
 Senior Vice President,  2002     15,000        8,409
 Global Logistics

Thomas T. Spooner(e)     2003     10,000        3,175
 Senior Vice President,  2002     10,000        8,090
 Corporate and           2001     11,250       17,000
 Technology Development

Gary M. Watson(f)        2003     15,000        4,000
 Senior Vice President,  2002     10,000        8,500
 Engineering and         2001     22,500         -0-
 Technology and Senior
 Vice President, Asian
 Business Unit

The  salary amounts for Messrs. Shore and Spooner and Ms.  Groehl
for the 2002 fiscal year are more than the salary amounts for the
2001 fiscal year not because of any salary increases, but because
the  2002 fiscal year consisted of 53 weeks while the 2001 fiscal
year consisted of 52 weeks. The 2003 fiscal year consisted of  52
weeks;  accordingly,  the salary amounts for  Messrs.  Shore  and
Spooner  and Ms. Groehl for the 2003 fiscal year are the same  as
their  salary amounts for the 2001 fiscal year. The salary amount
for Mr. Watson is more for the 2002 fiscal year than for the 2001
fiscal year because he was employed by the Company for only  part
of the 2001 fiscal year. None of the named executive officers has
received any salary increase since February 28, 2000, other  than
Mr. Watson (see note (f) below):

(a)  Information is provided for the Company's fiscal years ended
     March 2, 2003, March 3, 2002 and February 25, 2001,
     respectively.

(b)  Includes the amounts of the Company's annual profit sharing
   contributions to the Company's Employees' Profit  Sharing  and
   401(k) Retirement Savings Plan ("the Plan") which were accrued
   for the accounts of the named executive officers for the fiscal
   years shown. These amounts vest in accordance with a graduated
   scale based on years of service of the employee with the Company.
   Substantially all full-time employees of the Company  and  its
   subsidiaries  in the United States participate in  the  profit
   sharing  portion  of  the Plan, which is intended  to  provide
   retirement benefits to such employees and which is subject to the
   provisions of the Employee Retirement Income Security Act of 1974
   ("ERISA"). The amounts of profit sharing contributions, if any,
   by  the  Company  and  its subsidiaries  to  the  accounts  of
   participating  employees  are  percentages  of  the   eligible
   compensation  of the participating employees up to  a  maximum
   amount of compensation for each employee established under the
   Internal  Revenue  Code of 1986, which was  $200,000  for  the
   Company's most recent fiscal year and $170,000 for each of the
   Company's two prior fiscal years. The percentages of compensation
   contributed to the Plan, which are determined each year by the
   Board of Directors of the Company, may vary between the Company
   and each subsidiary, but the percentage must be the same for each
   participating employee of the Company or the subsidiary, as the
   case may be.

   Substantially   all  full-time  employees  of  the   Company's
   subsidiaries  in  the  United States are eligible  to  receive
   contributions  by the subsidiaries to match the  contributions
   of  the employees to the 401(k) retirement savings portion  of
   the  Plan, with the maximum matching contribution being 3%  of
   the  compensation of the employees. However, employees of  the
   Company   are   not   eligible  to   receive   such   matching
   contributions,  but  it  has been the  Company's  practice  to
   determine   a  gross  annual  profit  sharing  percentage   of
   eligible compensation to be contributed by each subsidiary  to
   the  profit  sharing portion of the Plan and  to  reduce  such
   percentage  by  the average percentage of the compensation  of
   such  subsidiary's  employees that  was  contributed  by  such
   subsidiary    as    401(k)   retirement    savings    matching
   contributions.  Consistent with this practice,  to  compensate
   employees of the Company for their ineligibility for  matching
   contributions to the 401(k) retirement savings portion of  the
   Plan,  the  Company has approved profit sharing  contributions
   for  the  named executive officers and for the other employees
   of  the  Company  in  amounts equal  to  2%  of  the  eligible
   compensation   of   such  employees,   since   the   Company's
   subsidiaries'   matching  contributions   under   the   401(k)
   retirement  savings portion of the Plan for  the  2003  fiscal
   year  approximated 2% of the eligible compensation of the such
   subsidiaries'  employees. Accordingly, the amounts  shown  for
   2003  are  contributions that will be made by the Company  for
   the  named executive officers to compensate them for the  fact
   that  they were not eligible for matching contributions  under
   the 401(k) retirement savings portion of the Plan.

(c)The Compensation Committee of the Board awarded Mr. Shore a
   performance bonus of $250,000 for the fiscal year ended February
   25, 2001, but Mr. Shore decided to limit his bonus to $200,000
   for 2001 and to waive $50,000 of such bonus.

(d)Mr. Jongebloed became an executive officer on July 18, 2001,
   but  the salary shown for him is the salary paid to him by the
   Company for the entire 2002 fiscal year. Under the Securities and
   Exchange Commission's rules regarding the disclosure of executive
   compensation, no information is required to be provided for Mr.
   Jongebloed for prior years during which he was not an executive
   officer.

(e)Mr. Spooner's title was Senior Vice President, Technology
   until May 2001.

(f)Mr.  Watson became an employee and an executive officer on
   June 28, 2000, and the salary shown for him for 2001 is the total
   amount of salary paid to him by the Company for the 2001 fiscal
   year. Mr. Watson's title was Senior Vice President, Engineering
   until May 2001, when he became Senior Vice President, Engineering
   and Technology, and he also became Senior Vice President, Asian
   Business Unit in August 2002. The salary amount for Mr. Watson
   for the 2003 fiscal year is more than the salary amount for the
   2002  fiscal year because of a salary increase granted to  Mr.
   Watson  in connection with his becoming Senior Vice President,
   Asian  Business Unit and his relocation to Singapore in August
   2002 to manage the Company's Asian Business Unit; and the amount
   shown for Mr. Watson under "Other Annual Compensation" for 2003
   consists of certain expenses paid on his behalf by the Company in
   connection with his relocation to Singapore and certain living
   expenses incurred by him in Singapore but paid by the  Company
   pursuant  to the agreement between Mr. Watson and the  Company
   relating to his relocation to Singapore.


Stock Options

      The  Company's 1992 Stock Option Plan provided until  March
24,  2002 for the grant to key employees of the Company  of  both
options  which  qualify  as incentive  stock  options  under  the
Internal  Revenue Code of 1986 and non-qualified  stock  options.
The  Company's 2002 Stock Option Plan, which was approved by  the
Company's  shareholders on July 17, 2002, also provides  for  the
grant  to  key  employees of the Company of both incentive  stock
options  and  non-qualified stock options. The 1992 Stock  Option
Plan and the 2002 Stock Option Plan are administered by the Stock
Option Committee.

     The  following  table provides information with  respect  to
options  to  purchase shares of Common Stock granted pursuant  to
the 1992 Stock Option Plan to the named executive officers during
the  Company's  last fiscal year. As of the date  of  this  Proxy
Statement,  no  options have been granted pursuant  to  the  2002
Stock Option Plan.



              Option/SAR Grants in Last Fiscal Year
              -------------------------------------
                    Number of
                    Securities   % of Total
                    Underlying  Options/SARs
                   Options/SARs   Granted to   Exercise
                   Granted (#)   Employees     or Base
                                    in          Price
Name                    (a)     Fiscal Year    ($/sh.)    Expiration
                      _                                      Date
                                           
Brian E. Shore        25,000       12.0%      $29.05    March 20, 2012
Emily J. Groehl       15,000        7.2%       29.05    March 20, 2012
John Jongebloed       10,000        4.8%       29.05    March 20, 2012
Thomas T. Spooner     10,000        4.8%       29.05    March 20, 2012
Gary M. Watson        15,000        7.2%       29.05    March 20, 2012
















        Option/SAR Grants in Last Fiscal Year
        -------------------------------------
                     Potential Realizable Value at
                     Assumed Annual Rates of Stock
                     Price Appreciation for Option
                               Term (b)
Name               0%($)     5%($)        10%($)
                             
Brian E. Shore     $-0-   $  456,735  $1,157,455
Emily J. Groehl     -0-      274,041     694,473
John Jongebloed     -0-      182,694     462,982
Thomas T. Spooner   -0-      182,694     462,982
Gary M. Watson      -0-      274,041     694,473

(a)  Options  become exercisable 25% one year from  the  date  of
   grant  with  an  additional  25% exercisable  each  succeeding
   anniversary of the date of grant. The Company has not  granted
   stock appreciation rights.

(b) The potential realizable value portion of the foregoing table
   illustrates value that might be realized upon exercise of  the
   options  at  the  expiration  of  their  term,  assuming   the
   specified  compounded rates of appreciation on  the  Company's
   Common Stock over the life of the options. This schedule  does
   not  take into account provisions of the options providing for
   termination   of   the   option   following   termination   of
   employment,  nontransferability or  vesting  over  periods  of
   four  years.  The dollar amounts under these columns  are  the
   result  of  calculations at the 5% and 10% rates  set  by  the
   Securities  and  Exchange Commission  and  therefore  are  not
   intended to forecast possible future appreciation, if any,  of
   the   Company's   stock  price.  The  column   indicating   0%
   appreciation  is  included to reflect the  fact  that  a  zero
   percent  gain in stock price will result in zero  dollars  for
   the optionee. No gain to the optionees is possible without  an
   increase  in  stock price, which will benefit all shareholders
   commensurately.


Aggregated  Option Exercises in the Last Fiscal Year  and  Fiscal
Year-End Option Values

      The following table provides information regarding the pre-
tax  value  realized from the exercise of stock  options  by  the
named  executive officers during the Company's last  fiscal  year
and  the  value  of  unexercised options held by  such  executive
officers as of the end of such fiscal year.








                                           Number of Securities
                                          Underlying Unexercised
                     Shares       Value   Options/SARs at FY-End
                    Acquired     Realize           (#)
Name               On Exercise      d
                     (#)(a)       $(b)

                                         Exercisable Unexercisable
                                         
Brian E. Shore         -0-       $  -0-   379,250    101,250
Emily J. Groehl        -0-          -0-    23,259    33,750
John Jongebloed        -0-          -0-   16,525     27,000
Thomas T. Spooner      -0-          -0-    31,344    26,250
Gary M. Watson         -0-          -0-   17,500     30,000




                         Value of Unexercised
                             In-the-Money
                             Options/SARs
                           at FY-End ($)(c)
Name                  Exercisable  Unexercisable
                              
Brian E. Shore        $  401,801    $  -0-
Emily J. Groehl            -0-         -0-
John Jongebloed            -0-         -0-
Thomas T. Spooner          -0-         -0-
Gary M. Watson             -0-         -0-
fn>
(a)The Company has not granted stock appreciation rights.
(b)Value  realized equals market value of the underlying shares
   on  the  date of exercise, less the exercise price, times  the
   number  of  shares acquired, without deducting any taxes  paid
   by the employee.
(c)Value  of  unexercised options equals market  value  of  the
   shares  underlying  "in-the-money" options  at  March  2  2003
   ($15.35),  less  exercise price, times the number  of  options
   outstanding.


Employment and Consulting Agreements

     Jerry  Shore,  Chairman of the Board, was President  of  the
Company  until March 4, 1996 and Chief Executive Officer  of  the
Company   until  November  19,  1996.  In  accordance  with   the
provisions  of  an  amended  and  restated  employment  agreement
between  Jerry Shore and the Company, as amended, Jerry Shore  is
serving  as Chairman of the Board, and effective as of  March  3,
1997, the first day of the Company's 1998 fiscal year, he retired
from  full-time employment with the Company and commenced serving
as  a consultant for a term of five years. In accordance with the
employment agreement, he was being paid an annual consulting  fee
equal to 60% of his base salary in effect under the agreement  at
the  time of his retirement, subject to an indexed cost of living
increase.  During the 2003 fiscal year, the Company  paid  him  a
consulting  fee of $248,992. In October 1997, in connection  with
the  Company's  agreement to participate in a split  dollar  life
insurance agreement for Jerry Shore's benefit as discussed below,
Jerry  Shore  agreed  to  extend  his  consulting  term  for   an
additional year and agreed not to compete with the Company during
the  consulting  term. Jerry Shore's consulting term  expired  on
March 2, 2003.

     In  October  1997, the Company entered into  a  split-dollar
life  insurance agreement with a trust established by Jerry Shore
for  the  benefit  of  his descendants, of  which  Jerry  Shore's
children, including Brian E. Shore, are the trustees. Pursuant to
this  agreement, the Company pays to Jerry Shore an amount  equal
to  the  portion  of  the annual premiums on two  life  insurance
policies held in the trust that represents the "economic benefit"
to  Jerry  Shore  calculated  in accordance  with  United  States
Treasury  Department rules then in effect ($22,731  in  the  2003
fiscal  year),  and the Company pays the balance  of  the  annual
premiums  on the policies to the insurers ($106,121 in  the  2003
fiscal  year). Both policies are joint life policies  payable  on
the death of the survivor of Jerry Shore and his spouse, with  an
aggregate face value of $5 million. The aggregate amount  of  the
premiums   on  the  policies  paid  by  the  Company  constitutes
indebtedness  from  the trust to the Company and  is  secured  by
collateral  assignments of the policies. Upon the termination  of
the  split-dollar life insurance agreement, whether by the  death
of the survivor of the insureds or the earlier termination of the
agreement, the Company is entitled to be repaid by the trust  the
amount of such indebtedness.

Board and Compensation Committee Report on Executive Compensation

     Compensation of the Company's executive officers is composed
of  salary, annual cash bonuses, stock options and the  Company's
Profit Sharing Plan. The Board has a Compensation Committee which
considers   and   takes  any  necessary  action   regarding   the
compensation of the Company's Chief Executive Officer, other than
the  grant  of  stock options or compensation pursuant  to  plans
administered  by the Board. Brian E. Shore, President  and  Chief
Executive  Officer of the Company, determines the  annual  salary
and cash bonus for each executive officer other than himself. The
Board  also  has  a Stock Option Committee which administers  the
Company's  Stock  Option Plans, including  decisions  as  to  the
number  of options to grant to each executive officer. The amount
of  discretionary  contributions to the Profit Sharing  Plan  for
each fiscal year is determined by the Board of Directors.

      Salaries of executive officers are determined based on  the
significance   of   the  position  to  the  Company,   individual
experience  and expertise, individual performance and information
gathered  informally  as  to compensation  levels  of  comparable
companies  in the same geographic location as the Company.  Brian
E.  Shore  reviews  the  salary of each key  employee,  including
executive   officers,   annually   and   makes   adjustments   as
appropriate.

      Decisions  as  to  the  award of  annual  cash  bonuses  to
executive  officers  with respect to each fiscal  year  are  made
after  the close of the fiscal year. The amount awarded  to  each
executive  officer is based on the Company's overall performance,
individual performance, base salary level, bonuses paid in
prior

years and overall equity and fairness.

      The  Company  typically  grants  stock  options  under  the
Company's  Stock  Option Plan once each year.  The  Stock  Option
Committee  bases  its decisions on individual  performance,  base
salary  and  bonus levels, recommendations from senior management
and overall equity and fairness.

      The  Board  decides annually the amount  of  the  Company's
contribution  to  the Profit Sharing Plan.  The  amount  of  such
contribution  is  discretionary, but may not exceed  15%  of  the
total  remuneration  paid  to eligible employees  or  such  other
amount as is allowed under the Internal Revenue Code of 1986,  as
amended (the "Code"). Subject to this limit, the Board determines
the amount to be contributed for each year based on the Company's
overall  performance, the amount contributed in prior  years  and
the amounts of prior contributions recently forfeited by eligible
employees due to termination of employment prior to vesting.  The
Profit  Sharing  Plan  is a broad-based plan  in  which  numerous
employees  as  well  as executive officers are  eligible  to  par
ticipate.  Once  the Company contribution is  made,  amounts  are
allocated  to  eligible employees in accordance  with  a  formula
based on their remuneration.

      The  Board,  the Compensation Committee, the  Stock  Option
Committee and Brian E. Shore use no set formulas in making  their
determinations  and  may  afford different  weight  to  different
factors for each executive officer. Such weighting may vary  from
year to year.

      The Board and the Compensation Committee have reviewed  the
impact   of   Section  162(m)  of  the  Code  which  limits   the
deductibility  of  certain otherwise deductible  compensation  in
excess of $1 million paid to the Chief Executive Officer and  the
other  executive officers named in the table set forth under  the
caption  "Executive Compensation--Summary Compensation" elsewhere
in this Proxy Statement. It is the Company's policy to attempt to
design  its executive compensation plans and arrangements  to  be
treated  as tax deductible compensation wherever, in the judgment
of  the Board or the Compensation Committee, as the case may  be,
to  do  so  would  be  consistent with  the  objectives  of  that
compensation plan or arrangement. Accordingly, the Board and  the
Compensation  Committee from time to time  may  consider  whether
changes in the Company's compensation plans and arrangements  may
be  appropriate  to  continue  to fulfill  the  requirements  for
treatment as tax deductible compensation under the Code.

       The Board of Directors    Compensation Committee and
                                 Stock Option Committee

       Mark S. Ain               Anthony Chiesa
       Anthony Chiesa            Lloyd Frank
       Lloyd Frank               Jerry Shore
       Brian E. Shore
       Jerry Shore


Compensation Committee Interlocks and Insider Participation

      Anthony  Chiesa,  a  member of the Compensation  and  Stock
Option Committees, is a former Vice President of the Company  who
retired  in  1977. Lloyd Frank, also a member of such Committees,
is  a  partner of the law firm Jenkins & Gilchrist Parker  Chapin
LLP,  which  firm was retained to provide counsel to the  Company
during  its  last fiscal year. Jerry Shore, the third  member  of
such Committees, was President of the Company until March 4, 1996
and  Chief  Executive Officer of the Company until  November  19,
1996.  Brian E. Shore, a director of the Company who is  also  an
executive  officer of the Company, participated in  deliberations
of the Board relating to the amount of the Company's contribution
to the Profit Sharing Plan during the Company's last fiscal year,
and  Brian  E. Shore determines the annual salary and cash  bonus
for each executive officer of the Company, other than himself.

                     STOCK PERFORMANCE GRAPH

      The  graph  set forth below compares the annual  cumulative
total  return for the Company's five fiscal years ended March  2,
2003  among the Company, the New York Stock Exchange Market Index
(the  "NYSE Index") and a Media General Financial Services  index
for  electronic  components  and accessories  manufacturers  (the
"Group  Index") comprised of the Company and 259 other companies.
The companies in the Group Index are classified in the same three-
digit  industry  group in the Standard Industrial  Classification
Code  system and are described as companies primarily engaged  in
the  manufacture  of electronic components and  accessories.  The
returns  of  each company in the Group Index have  been  weighted
according to the company's stock market capitalization. The graph
has  been  prepared  based on an assumed investment  of  $100  on
February  27,  1998  and  the reinvestment  of  dividends  (where
applicable).

[Graph]




                    1998      1999     2000      2001     2002      2003
                                                
Park              $100.00   $ 86.10  $ 72.69   $162.69  $126.78   $ 80.29
Electrochemical
Group Index        100.00    120.56   355.95    155.81   134.97     73.91
NYSE Index         100.00    109.94   111.32    119.46   112.18     91.23



     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a) of the Exchange Act requires  the  Company's
officers and directors, and persons who own more than 10  percent
of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities
and   Exchange  Commission  and  the  New  York  Stock  Exchange.
Officers, directors and greater than 10 percent shareholders  are
required by regulations of the Securities and Exchange Commission
to  furnish the Company with copies of all Section 16(a)  reports
they file. Based solely on a review of the copies of such reports
furnished to the Company, or written representations that no Form
5  reports  were required, the Company believes that all  Section
16(a)  filing requirements applicable to its officers,  directors
and  greater than 10 percent beneficial owners were complied with
during the 2003 fiscal year.

                      SHAREHOLDER PROPOSALS

      Shareholder proposals intended to be presented at the  year
2004  Annual Meeting of Shareholders pursuant to Rule 14a-8 under
the Exchange Act must be received by the Company at the Company's
principal  executive offices for inclusion in the Proxy Statement
and  form of Proxy relating to that meeting by February 11, 2004.
In  order  for shareholder proposals made outside of  Rule  14a-8
under  the  Exchange  Act to be considered  "timely"  within  the
meaning  of Rule 14a-4(c) under the Exchange Act, such  proposals
must  be  received  by  the  Company at the  Company's  principal
executive  offices  by  April  18, 2004.  The  Company's  By-Laws
require that proposals of shareholders made outside of Rule 14a-8
under the Exchange Act must be submitted, in accordance with  the
requirements  of the By-Laws, not later than April 18,  2004  and
not earlier than March 19, 2004.



                          OTHER MATTERS

Audit Committee Report

The Audit Committee assists the Board in fulfilling its oversight
responsibilities  with  respect  to  the  accounting,   auditing,
financial reporting and internal control functions of the Company
and  its subsidiaries. The Board of Directors has determined that
all members of the Audit Committee are "independent", as required
by  the  current  rules  of  the New  York  Stock  Exchange.  The
Committee  functions pursuant to a Charter that has been  adopted
by  the  Board,  as  required by rules  of  the  New  York  Stock
Exchange,  a  copy  of which was attached as Appendix  A  to  the
Company's  Proxy Statement for its Annual Meeting of Shareholders
held on July 18, 2001, as required by rules of the Securities and
Exchange Commission.

As  set  forth  in  the Charter, management  of  the  Company  is
responsible  for the preparation, presentation and  integrity  of
the   Company's   financial  statements,  and   for   maintaining
appropriate  accounting  and financial reporting  principles  and
policies and internal controls and procedures designed to provide
reasonable assurance of compliance with accounting standards  and
applicable laws and regulations. The independent accountants  are
responsible for planning and carrying out an audit in  accordance
with  generally  accepted auditing standards  and  expressing  an
opinion  as  to  the conformity of the financial statements  with
generally accepted accounting principles.

In the performance of its oversight function, the Audit Committee
has  reviewed and discussed the audited financial statements  for
the  fiscal  year  ended March 2, 2003 with management  and  with
Ernst  &  Young LLP, the Company's independent public accountants
for  the  2003 fiscal year. The Audit Committee has also received
from  the  independent accountants a letter pursuant to Statement
on  Auditing  Standards  No. 61, Codification  of  Statements  on
Auditing  Standards,  AU 380, as currently  in  effect,  and  has
discussed  the  matters  referred to  in  such  letter  with  the
independent  accountants. The Audit Committee has  also  received
the  written  disclosures  and the letter  from  the  independent
accountants required by Independence Standards Board Standard No.
1,  Independence Discussions with Audit Committees, as  currently
in  effect.  The  Audit  Committee  has  considered  whether  the
provision of non-audit services by the independent accountants to
the  Company  is  compatible  with maintaining  the  accountants'
independence and has discussed with Ernst & Young LLP  LLP  their
independence.

The members of the Audit Committee are not professionally engaged
in  the practice of auditing or accounting. The Audit Committee's
considerations and discussions referred to above  do  not  assure
that  the  audit  of the Company's financial statements  for  the
fiscal  year  ended  March  2,  2003  has  been  carried  out  in
accordance with generally accepted auditing standards or that the
financial  statements are presented in accordance with  generally
accepted accounting principles.

Based  upon the review and discussions described in this  Report,
and  subject  to the limitations on the role and responsibilities
of  the Audit Committee referred to above and in the Charter, the
Audit  Committee  has recommended to the Board that  the  audited
financial  statements be included in the Company's Annual  Report
on  Form 10-K for the fiscal year ended March 2, 2003 for  filing
with the Securities and Exchange Commission.

                             Audit Committee

                             Mark S. Ain
                             Anthony Chiesa
                             Lloyd Frank

Audit and Other Fees

     The  aggregate fees billed by Ernst & Young LLP for services
rendered   for  the  audit  of  the  Company's  annual  financial
statements for the most recent fiscal year and the reviews of the
quarterly financial statements included in the Company's Form 10-
Q  Quarterly  Reports  filed  with the  Securities  and  Exchange
Commission for such fiscal year were $386,167. The aggregate fees
billed  for  services rendered by Ernst & Young LLP,  other  than
audit  services, were $132,883, including fees for audit  related
services  of $28,100 and fees for non-audit services of $104,783.
Audit  related  services  included statutory  audits  of  foreign
subsidiaries  and  the  annual audit of the Company's  Employees'
Profit  Sharing and 401(k) Retirement Savings Plan, and non-audit
services  included  tax advice and services,  legal  services  in
Europe  and  litigation assistance. Ernst &  Young  LLP  did  not
render  financial  information systems design and  implementation
services to the Company for the most recent fiscal year.

Auditors

      Upon  the recommendation of the Audit Committee, the  Board
appointed  Ernst & Young LLP, the Company's independent  auditors
for  the  past fiscal year, and the Audit Committee has appointed
Ernst & Young LLP  as the auditors of the Company for the current
fiscal year. A representative of Ernst & Young LLP is expected to
be  present at the Annual Meeting and will have an opportunity to
make  a  statement if such representative so desires and will  be
available to respond to appropriate questions.

Directors' and Officers' Liability Insurance

     The  Company  has for many years maintained  directors'  and
officers'  liability insurance and fiduciary liability  insurance
covering  the  directors  and officers of  the  Company  and  its
subsidiaries against certain claims arising out of their  service
to  the  Company  and  its subsidiaries and to  certain  employee
benefit  plans of the Company and its subsidiaries.  The  current
directors'  and officers' liability insurance policy runs  for  a
period  of  one  year expiring May 17, 2004 at a  total  cost  of
$346,835;  and  the current fiduciary liability insurance  policy
runs  for a period of one year expiring June 17, 2003 at  a  one-
year cost of $22,000.

Proxy Solicitation

      The  Company  will bear the expense of proxy  solicitation.
Directors,  officers  and  employees  of  the  Company  and   its
subsidiaries  may solicit proxies by mail, telephone,  telegraph,
facsimile   or   in  person  (but  will  receive  no   additional
compensation  for  such  solicitation).  The  Company  also   has
retained D. F. King & Co., Inc., New York, New York, to assist in
the  solicitation of proxies in the same manner at an anticipated
fee of approximately $6,000, plus reimbursement of certain out-of-
pocket   expenses.  In  addition,  brokerage  houses  and   other
custodians, nominees and fiduciaries will be requested to forward
the  soliciting  material  to beneficial  owners  and  to  obtain
authorizations for the execution of proxies, and if they in  turn
so  request, the Company will reimburse such brokerage houses and
other custodians, nominees and fiduciaries for their expenses  in
forwarding such material.

Other Matters to be Presented to the Meeting

      The  Board does not know of any other matters to be brought
before  the Meeting. If any other matters not mentioned  in  this
Proxy   Statement  are  properly  brought  before  the   Meeting,
including  matters  incident to the conduct  of  the  Meeting  or
relating  to  the adjournment thereof, the persons named  in  the
enclosed proxy intend to vote such proxy in accordance with their
best judgment on such matters.

Annual Report

      The  Annual Report, including financial statements, of  the
Company  for  the  fiscal year ended March 2,  2003  is  enclosed
herewith but is not a part of the proxy soliciting material.

                              By Order of the Board of Directors,


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

Dated:  June 12, 2003

[PROXY CARD]
                   PARK ELECTROCHEMICAL CORP.
     PROXY FOR ANNUAL MEETING OF SHAREHOLDERS July 17, 2003
   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The  undersigned  hereby constitutes and  appoints  ANTHONY
CHIESA,  LLOYD FRANK and BRIAN E. SHORE, and each  of  them,  the
attorneys  and  proxies of the undersigned, with  full  power  of
substitution,  to  attend the Annual Meeting of  Shareholders  of
PARK ELECTROCHEMICAL CORP. (the "Company") to be held at The Bank
of New York, One Wall Street, New York, New York on July 17, 2003
at  10:00  o'clock A.M., New York time, and any  adjournments  or
postponements thereof, to vote all the shares of Common Stock  of
the  Company which the undersigned would be entitled to  vote  if
personally present upon the following matters:

   The Board of Directors recommends a vote "FOR" proposal 1.

1. ELECTION OF DIRECTORS

   [  ] FOR all nominees listed below (except as marked to the
          contrary below).

   [  ] WITHHOLD AUTHORITY to vote for all nominees listed
          below.

        MARK S. AIN, ANTHONY CHIESA, LLOYD FRANK,
             BRIAN E. SHORE and JERRY SHORE

    (INSTRUCTION:  To  withhold authority  to  vote  for  any
    individual nominee, check the "FOR" box above  and  write
    the nominee's name in the space provided below.)
_____________________________________________________

2. The  transaction of such other business as may  properly  come
   before the meeting.

    Each properly executed proxy will be voted in accordance with
specifications  made  hereon. If no specification  is  made,  the
shares  represented  by  this  Proxy  will  be  voted  "FOR"  the
nominees,  and  in  the discretion of the Proxies  on  any  other
business as may properly come before the meeting.

    The  undersigned hereby acknowledges receipt of the Company's
2003  Annual  Report and the accompanying Notice of  Meeting  and
Proxy   Statement  and  hereby  revokes  any  proxy  or   proxies
heretofore given.

                              Dated: ___________________,    2003

                              ___________________________________

                              ___________________________________
                              (Signature(s) of Shareholder(s))

                              Please date and sign exactly as name
                              appears hereon.  Executors,
                              administrators,   trustees,    etc.
                              should so indicate when signing. If
                              shares   are  held  jointly,   both
                              owners should sign.