PARK AEROSPACE CORP — Director's Dealing 2004

May 12, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PARK ELECTROCHEMICAL CORP (PKE)
CIK: 0000076267
Period of Report: 2004-05-10

Reporting Person: SHORE JERRY (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-10	Common Stock	F	11687	$22.46	Disposed	1475599	Direct
2004-05-10	Common Stock	M	30000	$8.75	Acquired	1505599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-10	Right to buy option	$8.75	M	30000	Disposed	2004-05-18	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	168615	Indirect

Footnotes

F1: The 168,615 shares of common stock shown on Table I are owned directly by Mr. Shore's wife. Mr. Shore disclaims beneficial ownership of such shares. The furnishing of this information should not be construed as an admission that Mr. Shore was or is the beneficial owner of such shares of common stock for purposes of Section 16 of the Securities Exchange Act of 1934.

F2: Option is exercisable, commencing on the date indicated, as to 25% of the aggregate number of shares listed and as to an additional 25% on each succeeding anniversary of the date indicated.