78

                                                Exhibit 14.1


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

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

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

Compliance With Laws, Rules And Regulations

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

Conflicts Of Interest

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

Disclosures

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

Compliance With Code Of Ethics

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

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

Waivers Of Code Of Ethics

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

No Rights Created

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






[exhitib14.1]ll