Exhibit A

                          PROPOSED AMENDMENTS TO
                          1992 STOCK OPTION PLAN

                            FIRST AMENDMENT TO 
                        PARK ELECTROCHEMICAL CORP.
                          1992 STOCK OPTION PLAN


The Park Electrochemical Corp. 1992 Stock Option Plan (the "Plan") is hereby
amended as follows:

     1.   The first sentence of Paragraph 2 of the Plan is hereby
          amended and restated in its entirety to read as follows:

          "Options may be granted under the Plan to purchase in the
          aggregate not more than 1,150,000 shares of Common Stock, par
          value $.10 per share, of the Company ("Common Stock"), which
          shares may, in the discretion of the Board of Directors,
          consist either in whole or in part of authorized but unissued
          shares of Common Stock or shares of Common Stock held in the
          treasury of the Company."

     2.   Paragraph 4 is hereby amended by adding to the end thereof
          the sentence to read as follows:

          "Commencing in the Company's fiscal year ending March 2,
          1997, no Participant may, in any such fiscal year, receive
          Options relating to Shares which in the aggregate exceed the
          greater of (i) 50% of the total number of Shares granted
          pursuant to the Plan in any such year or (ii) 100,000
          Shares."

     3.   Ratification.  Except as expressly set forth in this First
          Amendment to the Plan, the Plan is hereby ratified and
          confirmed without modification.

     4.   Effective Date.  The effective date of this Amendment to the
          Plan shall be May 14, 1996.