Filed pursuant to Rule 424(b)(3)
File No. 33-60945
SUPPLEMENT DATED OCTOBER 21, 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 October 21, 1996 and after giving effect
to the offering.
Shares Shares
Beneficially Beneficially
Owned Owned
Name and Prior to After
Address of Offering Shares Offering
Beneficial ---------------- to be ----------------
Owner Number Percent Sold Number Percent
----------- ------ ------- ------ ------ -------
Microphase
Laboratories,
Inc. 670 * 670 0 *
Excel
Semiconductor
Inc. 35,061 * 35,061 0 *
Edward H.
Boothman 25,486 * 25,486 0 *
Martin
Boothman 37,342 * 37,342 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.