On December 11, 2008, Park Electrochemical Corp. (the "Company") and Registrar and Transfer Company (the "Rights Agent") entered into the First Amendment (the "Amendment") to the Rights Agreement, dated as of July 20, 2005, between the Company and the Rights Agent (the "Rights Agreement").

The Amendment changes the ownership threshold above which a person would considered an "Acquiring Person" under the Rights Agreement, subject to certain exceptions, from 15% to 20%.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

The information set forth in Item 1.01 above in this Current Report is incorporated by reference herein.

(c) Exhibits.

Exhibit No.   Description

    4.1       First Amendment to Rights Agreement, dated as of December 11, 2008,
              between Park Electrochemical Corp. and Registrar and Transfer
              Company