SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                         FORM 10-Q/A
                       Amendment No. 1

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 1, 2002

                             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 or Organization)        Identification No.)

 __5 Dakota Drive, Lake Success, N.Y.__        ___11042___
(Address of Principal Executive Offices)       (Zip Code)

Registrant's Telephone Number, Including Area  Code    (516)
354-4100

                       Not Applicable
          --------------------------------------------------
- ----
    (Former Name, Former Address and Former Fiscal Year,
                if Changed Since Last Report)

      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[ }

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
        PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed
all  documents and reports required to be filed  by  Section
12,  13,  or  15(d) of the Securities Exchange Act  of  1934
subsequent  to the distribution of securities under  a  plan
confirmed by a court.   Yes { }     No { }

            APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares outstanding of  each  of
the  issuer's  classes of common stock,  as  of  the  latest
practicable date: 19,529,417 as of October 11, 2002.
Item 6.   Exhibits and Reports on Form 8-K.

   (a)  Exhibits:


       99.01.    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.

       99.02.    Certification of Principal Financial Officer
               pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2202.