PARK ELECTROCHEMICAL CORP
EXHIBIT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex1006a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.06(a)


      THIS AMENDMENT NO. 1, made and entered into as of  the
day of
March,  1995, by and between PARK ELECTROCHEMICAL  CORP.,  a
New
York  corporation (hereinafter called the "Company"), having
an  office at 5 Dakota Drive, Lake Success, New York  11042,
and  JERRY  SHORE (hereinafter called "Shore"), residing  at
Lighthouse  Road, Sands Point, Long Island, New  York  (this
"Amendment").

                 WITNESSETH:

           WHEREAS,  the  Company and Shore have  previously
executed  and  delivered an Amended and Restated  Employment
Agreement,  dated  as  of February 28, 1994  (the  "Original
Agreement"),  relating to the employment  of  Shore  by  the
Company; and

           WHEREAS,  the  Company and Shore wish  to  modify
certain   of  the  terms  and  conditions  of  the  Original
Agreement as hereinafter set forth;

  NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

           1.      Additional  Payment. In addition  to  all
other  amounts payable by the Company to Shore (or his legal
representative or the executor or administrator  of  Shore's
estate)  pursuant  to  the Original Agreement,  the  Company
shall pay to Shore on
the Payment Date (as hereinafter defined) an amount equal to
$264,289, plus an amount equal to interest accruing  thereon
at  the  Prime  Rate (as hereinafter defined) from  time  to
time,  compounded monthly, from September  1,  1994  to  the
Payment  Date. The Company and Shore acknowledge  and  agree
that the payment to be made
by  the  Company  to Shore pursuant to this  Section  is  an
unsecured  obligation of the Company, that Shore is  only  a
general creditor of the Company in that respect and that the
amounts due from the Company are assets of the Company until
paid to Shore
which  are  available to satisfy the claims of the Company's
creditors generally.

           As  used  in this Amendment, the following  terms
shall have the following meanings:

                 (a)      "Payment  Date"  shall  mean   the
earliest  of  (1)  the  date which  is  30  days  after  the
effective   date   of  Shore's  retirement  from   full-time
employment with the Company, (2) the date which is  30  days
after the date of Shore's death or (3) the date which is  30
days  after the date of Shore's "disability" (as defined  in
the Original Agreement).

                (b)     "Prime Rate" shall mean the rate  of
interest  announced  from  time to  time  by  Bankers  Trust
Company as its "prime rate", with each change therein to  be
effective hereunder at the time such change is effective for
Bankers Trust Company.



                              -1-

          2. Additional Compensation.

           (a)  Section 4(b) of the Original Agreement shall
be amended to read as follows:

               11(b) As additional compensation, the Company
shall  pay Shore an amount ("additional compensation") equal
to  four  percent (4%) of the amount by which After-Tax  Net
Earnings  (as defined below) of the Company for  any  Fiscal
Year (commencing with the Fiscal Year beginning February 28,
1994)  exceeds  $7,500,000; provided, however,  that  in  no
event  shall the additional compensation in respect  of  any
Fiscal Year exceed $350,000.11

           (b)      Section  4(c) of the Original  Agreement
shall   be   amended  by  deleting  Section   4(c)(ii)   and
redesignating  Sections 4(c)(iii) and 4(c)(iv)  as  Sections
4(c)(ii) and 4(c)(iii), respectively.

           3.      Additional Amendment. Section 4(i) of the
Original Agreement is hereby amended to change the reference
therein to section 415 of the Internal Revenue Code of 1986,
as  amended (the "Code"), to be a reference to sections  401
and 415 of the Code.

           4.      Entire Agreement. This Amendment and  the
Original  Agreement together constitute the entire agreement
between  the  parties  with respect to  the  subject  matter
hereof,  and  may not be modified or amended  except  by  an
instrument in writing signed by the parties hereto.

           5.     Successors and Assigns. This Amendment and
all  of its terms and conditions shall be binding upon,  and
shall  inure to the benefit of the parties hereto and  their
respective heirs, legal representatives and successors. This
Amendment is personal and shall not be assignable  by  Shore
or the Company except that, in the
event  of  any consolidation with or merger into  any  other
corporation  by  the Company or the sale or distribution  of
all  or  a substantial part of the assets of the Company  to
another  corporation, the surviving or acquiring corporation
shall  assume this Amendment and become obligated to perform
all   of   the  terms  and  conditions  hereof  and  Shore's
obligations  hereunder  shall  continue  in  favor  of  such
corporation.

             6.       Notices.   All   notices   and   other
communications  required or permitted to be given  hereunder
shall be given in accordance with Section 14 of the Original
Agreement.

           7.      No  Waiver. No waiver of  any  breach  or
default  hereunder  shall  be  considered  valid  unless  in
writing and signed by the party giving such waiver,  and  no
such  waiver  shall  be deemed a waiver  of  any  subsequent
breach or default of the same or similar nature.

           8.     Governing Law. This Amendment shall in all
respects  be construed and enforced in accordance with,  and
governed  by, the laws of the State of New York which  would
be  applicable to contracts made and to be performed in  New
York.

          IN WITNESS WHEREOF, the parties hereunto have duly
executed this Amendment as of the date first above written.

                           PARK ELECTROCHEMICAL CORP.


                      By: /s/Brian E. Shore
                           Title: Executive Vice President



                           By: /s/Jerry Shore
                           Title: President





APPROVED:
EXECUTIVE COMPENSATION COMMITTEE


_______________________
Lloyd Frank


_______________________
Norman Schneider


_______________________
Anthony Chiesa

[Exhibi-02-10.06a]bd

</TEXT>
</DOCUMENT>
