SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
_________________________PHOTRONICS, INC.____________________________
(Name of Issuer)
___________________________Common Stock______________________________
(Title of Class of Securities)
___________________________719 405 102_______________________________
(CUSIP Number)
JEFFREY P. MOONAN (203) 775-9000
_________15 Secor Road, P.O. Box 5226, Brookfield, CT 06804__________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
________________________December 9, 1996____________________________
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13-G to report the acquisition which is the subject of this Schedule
13-D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4),
check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the NOTES).
<PAGE>
_______________________ ______________________
| | | |
| CUSIP No. 719405102 | | Page 2 of 6 Pages |
|_______________________| |______________________|
13-D
__________________________________________________________________
| | Name of Reporting Persons |
| 1 | S.S. or I.R.S. Identification Nos. of Above Persons |
| | MACRICOSTAS PARTNERS, L.P. |
| | |
|___|____________________________________________________________|
| | Check the appropriate box if a member of a group* (a) [ ] |
| 2 | (b) [ ] |
|___|____________________________________________________________|
| | |
| 3 | SEC use only |
| | |
|___|____________________________________________________________|
| | |
| 4 | Source of Funds* |
| | Not applicable |
|___|____________________________________________________________|
| | Check box if disclosure of legal proceedings is |
| 5 | required pursuant to Item 2(d) or 2(e) [ ] |
|___|____________________________________________________________|
| | Citizenship or place of organization |
| 6 | Texas |
|___|____________________________________________________________|
| NUMBER OF | | |
| | 7 | Sole Voting Power 1,151,400 |
| SHARES |___|______________________________________________|
| | | |
| BENEFICIALLY| 8 | Shared Voting Power -0- |
| |___|______________________________________________|
|OWNED BY EACH| | |
| | 9 | Sole Dispositive Power 1,151,400 |
| REPORTING |___|______________________________________________|
| | | |
| PERSON WITH |10 | Shared Dispositive Power -0- |
|_____________|___|______________________________________________|
| | |
| 11 | Aggregate amount beneficially owned by each |
| | reporting person 1,151,400 shares |
|____|___________________________________________________________|
| | |
| 12 | Check box if the aggregate amount in Row (11) |
| | excludes certain shares* [x] |
|____|___________________________________________________________|
| | |
| 13 | Percent of class represented by amount in Row (11) |
| | 9.8% |
|____|___________________________________________________________|
| | |
| 14 | Type of reporting person* |
| | PN |
|____|___________________________________________________________|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 pages
Item 1 - SECURITY AND ISSUER
This statement relates to shares of common stock, par value $0.01
per share ("Common Stock"), of Photronics, Inc., a Connecticut
corporation with its principal executive offices located at 1061
East Indiantown Road, Jupiter, Florida 33477.
Item 2 - IDENTITY AND BACKGROUND
A) Name, state of formation, principal business and principal
business address of the person filing this Schedule 13D:
Macricostas Partners, L.P.,
a Texas limited partnership
Estate Planning Partnership
1122 Bel Air
Allen, Texas 75013
(d) and (e) Legal Proceedings:
During the last five years, Macricostas Partners, L.P.
(the "Partnership") has not been (i) convicted in a
criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with
respect to such laws.
B) Name, state of incorporation, principal business and
principal business address of the general partner of the
Partnership:
Macricostas Management, Inc.,
a Texas corporation
General Partner of the Partnership
1122 Bel Air
Allen, Texas 75013
(d) and (e) Legal Proceedings:
During the last five years, Macricostas Management,
Inc. ("MMI") has not been (i) convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to federal or state
securities laws or finding any violation with respect
to such laws.
<PAGE>
Page 4 of 6 pages
C) Information as to each executive officer and director of
MMI, each person controlling MMI and each executive officer
and director of any corporation controlling MMI is as
follows:
1) (a) Name: Constantine S. Macricostas
(b) Business Address: 1061 East Indiantown Road,
Jupiter, Florida 33477
(c) Principal employment and name, principal business
and address of employer:
Chairman of the Board and CEO of
Photronics, Inc.
1061 East Indiantown Road,
Jupiter, Florida 33477
Manufacturer of Photomasks
(d) and (e) Legal Proceedings:
During the last five years, Mr. Macricostas has not
been (i) convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship: United States
Item 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares covered by this Schedule 13D were acquired by the
Partnership from Constantine Macricostas (either directly or
through MMI). The shares had previously been acquired with the
personal funds of Mr. Macricostas and had been held by him for a
significant period of time.
Item 4 - PURPOSE OF TRANSACTION
The purpose of the transaction was estate planning on behalf of
Constantine Macricostas. Neither the Partnership nor MMI has any
current intention to acquire or dispose of any shares of Common
Stock provided that either of them may acquire or dispose of shares
in accordance with their respective investment requirement and
neither of them has any plans or proposals relating to any matter
covered by sub-items (a) through (j) of this item. Mr. Macricostas
is the President and Director as well as a significant shareholder
of MMI. Mr. Constantine Macricostas also serves as Chairman and
Chief Executive Officer of Photronics, Inc. and may, in that
capacity, pursue plans or proposals which fall within such items.
<PAGE> Page 5 of 6 pages
Further, Mr. Macricostas currently holds stock options and
restrictive stock awards shares from Photronics and may in the
future be granted additional stock options and restrictive stock
awards shares. He may exercise these stock options or otherwise
acquire or dispose of shares of Photronics in accordance with his
investment requirements.
Item 5 - INTEREST IN SECURITIES OF ISSUER
(a) Partnership:
The Partnership beneficially owns 1,151,400 shares of Common
Stock constituting 9.8% of the issued and outstanding shares
of Common Stock based on the number of shares of Common
Stock reported as issued and outstanding by Photronics as of
July 31, 1996. The foregoing does not include any shares of
Common Stock beneficially owned by MMI or Mr. Macricostas.
MMI:
MMI beneficially owns 25,409 shares of Common Stock
constituting less than 1% of the issued and outstanding
shares of Common Stock based on the number of shares of
Common Stock reported as issued and outstanding by
Photronics as of July 31, 1996. The foregoing does not
include any shares of Common Stock beneficially owned by
the Partnership or Mr. Macricostas.
Mr. Macricostas:
Mr. Macricostas beneficially owns 401,750 shares of Common
Stock (of which 145,628 shares are covered by presently
exercisable options to acquire shares of Common Stock, which
options were granted by Photronics) constituting 3.4% of the
issued and outstanding shares of Common Stock reported as
issued as of July 31, 1996. The foregoing does not include
any shares of Common Stock beneficially owned by the
Partnership or MMI.
(b) Partnership:
Sole power to vote or direct the vote: 1,151,400
Shared power to vote or direct the vote: -0-
Sole power to dispose or to direct the disposition:1,151,400
Shared power to dispose or direct the disposition: -0-
MMI:
Sole power to vote or direct the vote: 1,176,709
Shared power to vote or direct the vote: -0-
Sole power to dispose or to direct the disposition:1,176,709
Shared power to dispose or direct the disposition: -0-
Mr. Macricostas:
Sole power to vote or direct the vote: 401,750
Shared power to vote or direct the vote: 1,176,709
Sole power to dispose or to direct the disposition: 401,750
Shared power to dispose or direct the disposition: 1,176,709
<PAGE>
Page 6 of 6 pages
(c) None other than the Reported Transaction.
(d) and (e) Not Applicable.
Item 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
MMI serves as the general partner of the Partnership and, in such
capacity, exercises all discretion on behalf of the Partnership.
Mr. Macricostas serves as President and as a Director of MMI and in
such capacity exercises discretion on behalf of MMI.
Item 7 - MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
MACRICOSTAS PARTNERS, L.P.
By Its General Partner
Macricostas Management, Inc.
By: CONSTANTINE MACRICOSTAS
Title: President
Date: December 9, 1996
FORMS\13D-MPLP.96/p
