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):  January 23, 1996


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


         New York                       1-4415          11-1734643
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(State or other Jurisdiction  (Commission              (IRS Employer
      of Incorporation)       File Number)            Identification No.)


  5 Dakota Drive, Lake Success,         New York                   11042
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(Address of Principal Executive Offices)                   (Zip Code)


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


                                    N/A
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        Former Name or Former Address, if Changed Since Last Report


Item 5      Other Events.
  
            On January 23, 1996, the Board of Directors of Park
Electrochemical Corp. (the "Company") adopted amendments to its
By-Laws.  The amendments to the By-Laws, among other things, (i)
increase from 33 1/3% to 80% the percentage of the issued and
outstanding shares of stock of the Company required to call spe-
cial meetings of stockholders; (ii) eliminate the ability of
stockholders to remove directors without cause; and (iii)
require stockholders to provide the Company with advance notice
of their intention to make nominations of directors or bring new
business at annual meetings of stockholders.


Item 7      Financial Statements, Pro Forma Financial Information
            and Exhibits.

3(i)        By-Laws of the Company, as amended January 23, 1996. 

3(ii)       Form of amendment to the By-Laws, dated January 23,
            1996. 

 
 
 


                                 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:  January 24, 1996             By:/s/ Paul R. Shackford             
                                       Name: Paul R. Shackford
                                       Title: Secretary



                               EXHIBIT INDEX



Exhibit       Description                                  Page

3(i)          By-laws of the Company, as amended
              January 23, 1996.                          


3(ii)         Form of amendment to the By-laws, 
              dated January 23, 1996.