Filed pursuant to Rule 424(b)(3)
File No. 33-60945
SUPPLEMENT DATED FEBRUARY 15, 1996 TO PROSPECTUS DATED JULY 17, 1995
The Selling Shareholder, Microphase Laboratories, Inc. ("Microphase"),
distributed to its shareholders or their affiliates the shares issued to
Microphase in connection with the Company's acquisition of Microphase's
assets in June 1995, and certain of such shares have been sold. 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
February 16, 1996 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. 20,670 * 20,670 0 *
Excel
Semiconductor Inc. 35,061 * 35,061 0 *
Edward H. Boothman 15,486 * 15,486 0 *
Martin Boothman 27,342 * 27,342 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.