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U:\Sec\8-K 2Q 06.doc
                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                   ______________________


                          FORM 8-K

                       CURRENT REPORT
           Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934


Date of report(Date of earliest event reported): October 24, 2006
                                                 ----------------



                  PARK ELECTROCHEMICAL CORP.
--------------------------------------------------------------
         (Exact Name of Registrant as Specified in Charter)


          New York               1-4415          11-1734643
--------------------------------------------------------------
(State or Other Jurisdiction   (Commission     (IRS Employer
     of Incorporation)         File Number)     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
                                                    -------------
                          Not Applicable__     _____________
 Former Name or Former Address, if Changed Since Last Report

Check  the  appropriate box below if the Form  8-K  filing  is
intended  to  simultaneously satisfy the filing obligation  of
the registrant under any of the following provisions:

   [  ]  Written communications pursuant to Rule 425 under  the
         Securities Act (17 CFR 230.425)
   [  ]  Soliciting material pursuant to Rule 14a-12 under  the
         Exchange Act (17 CFR 240.14a-12)
   [  ]  Pre-commencement communications pursuant to Rule  14d-
         2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   [  ]  Pre-commencement communications pursuant to Rule  13e-
         4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.  Departure of Directors or Principal Officers;
---------	-----------------------------------------------
		Election of Directors; Appointment of Principal
		-----------------------------------------------
		Officers; Compensation Arrangements of Certain
            ----------------------------------------------
		Officers.
            --------

     (b) and (c) On October 24, 2006, The Board of Directors
of  Park Electrochemical Corp. (the "Company") elected James
L.  Zerby as its Vice President and Chief Financial Officer.
In  this  capacity, he will serve as the Company's principal
financial  officer and principal accounting officer.   Prior
to  his  election  as  Vice President  and  Chief  Financial
Officer, Mr. Zerby was Vice President and Controller of  the
Company.   Prior  to  his employment by the  Company,  which
commenced  on  July 24, 2006, Mr. Zerby was Chief  Financial
Officer  of  Photocircuits Corporation,  a  manufacturer  of
printed circuit boards, in Glen Cove, New York from 1991  to
March  2006, Chairman and Chief Executive Officer of  Redcor
Properties,  Inc.,  a  land  development,  construction  and
rental  property  management  company,  in  Gwynedd  Valley,
Pennsylvania from 1987 to 1991, Vice President, Finance  and
Administration of Gas Spring Corporation, a manufacturer  of
pneumatic counter balance units for the automotive industry,
in  Colmar,  Pennsylvania from 1975 to  1987  and  an  audit
manager  at  Coopers & Lybrand in Philadelphia, Pennsylvania
from 1965 to 1975.  Mr. Zerby is 63 years old.  There is  no
family  relationship between Mr. Zerby and any  director  or
other  officer  of the Company.  Mr. Zerby, and  each  other
officer  or  other Company, serves at the  pleasure  of  the
Board  of Directors of the Company.  Mr. Zerby does not  own
any  shares  of common stock of the Company. Mr. Zerby  does
not have an employment agreement with the Company.

      Upon  Mr.  Zerby's  election  as  the  Company's  Vice
President  and  Chief Financial Officer as described  above,
James  W.  Kelly,  the Company's Vice President,  Taxes  and
Planning, ceased to perform the functions similar  to  those
performed  by a principal financial officer of the  Company.
Mr.   Kelly  continues  to  serve  as  the  Company's   Vice
President, Taxes and Planning.


                         SIGNATURE
				 ---------


     Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto  duly
authorized.


                         	PARK ELECTROCHEMICAL CORP.



Date: October 27, 2006 		By:/s/ Stephen E. Gilhuley
				         ---------------------------------
                         	Name:  Stephen E. Gilhuley
                          	Title: Executive Vice President,
					       Secretary and General Counsel