Filed pursuant to Rule 424(b)(3)
File No. 33-60945
SUPPLEMENT DATED OCTOBER 27, 1995 TO PROSPECTUS DATED JULY 17, 1995
The Selling Shareholder, Microphase Laboratories, Inc. ("Microphase"),
distributed to its shareholders or their affiliates certain of the shares
issued to Microphase in connection with the Company's acquisition of
Microphase's assets in June 1995. All references in the Prospectus,
dated July 17, 1995 to the Selling Shareholder will include each
shareholder of Microphase or his or her affiliate that received shares of
Common Stock of Photronics, Inc. from Microphase in such distribution.
The following amends the table set forth in the section "Selling
Shareholders" and sets forth certain information known to the Company
regarding each Selling Shareholder's beneficial ownership of the Common
Stock of Photronics, Inc. as of October 26, 1995 and after giving effect
to the offering.
Shares Shares
Beneficially Beneficially
Owned Prior Shares Owned
Name and Address to Offering to After Offering
of Beneficial -------------- be --------------
Owner Number Percent Sold Number Percent
---------------- ------ ------- ---- ------ -------
Microphase
Laboratories, Inc. 57,201 * 57,201 0 *
Excel
Semiconductor Inc. 25,000 * 25,000 0 *
Microphase
Laboratories Partners 10,061 * 10,061 0 *
Martin Boothman 6,297 * 6,297 0 *
----------
* Represents less than 1%.
Microphase was issued 98,559 shares of Common Stock (the "Shares") in
connection with the acquisition by the Company of Microphase's assets in
June 1995. As part of the agreement for such acquisition, the Company
agreed to register the resale of the Shares by the Microphase or its
stockholders.