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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rule 13d-1 and 13d-2
(Amendment No. 7)*
PHOTRONICS, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
719405 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement |__|. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendments subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
* 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 the disclosures provided
in a prior cover page.
The information required in 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 ("Act") 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).
(Continued on following pages)
Page 1 of 5 Pages
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Schedule 13G Page 2 of 5
CUSIP No. 719405 10 2
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1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons Constantine S. Macricostas
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2) Check the Appropriate Box if a Member of a Group
(See Instructions) __________________________________________
(a) _________________________________________________________
(b) _________________________________________________________
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3) SEC Use Only ................................................
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4) Citizenship or Place of Organization
United States of America
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Number of (5) Sole Voting Power 1,556,709 (1)
Shares Bene- -------------------------------------------------
ficially (6) Shared Voting Power - 0 -
Owned By -------------------------------------------------
Each Report- (7) Sole Dispositive Power 1,556,709 (1)
ing Person -------------------------------------------------
With (8) Shared Dispositive Power - 0 -
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,574,709 (1) (2)
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10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented by Amount in Row 9 13.3%
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12) Type of Reporting Person (See Instructions) IN
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(1) Includes 218,250 shares of Common Stock for which I have
options exercisible within 60 days and 22,500 shares subject
to forfeiture pursuant to restricted stock awards.
(2) Includes 18,000 shares owned by my wife, as to which I
disclaim ownership.
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Schedule 13G Page 3 of 5
CONSTANTINE S. MACRICOSTAS
Item 1 (a) Name of Issuer:
Photronics, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
1061 East Indiantown Road
Jupiter, Florida 33477
Item 2 (a) Name of Person Filing: Constantine S. Macricostas
Item 2 (b) Address of Principal Business Office or,
if none, residence:
1061 East Indiantown Road
Jupiter, Florida 33477
Item 2 (c) Citizenship: United States of America
Item 2 (d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2 (e) CUSIP Number: 719405 10 2
Item 3 If this Statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether the person
filing is a:
Not Applicable
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Schedule 13G Page 4 of 5
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1995, I directly own 1,338,459
shares of Common Stock (of which 22,500 shares were
subject to forfeiture under restricted stock awards)
and have options, exercisible within sixty (60)
days, to acquire 218,250 shares of Common Stock. I
may also be deemed the beneficial owner of 18,000
shares held by my wife, as to which shares I
disclaim beneficial ownership. The foregoing does
not include options to acquire 21,750 shares of
common stock which are not exerciseable within sixty
(60) days.
(b) Percent of Class: 13.3%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
1,556,709
(ii) shared power to vote or to direct the vote
- 0 -
(iii) sole power to dispose or to direct the
disposition of 1,556,709
(iv) shared power to dispose or to direct the
disposition of - 0 -
Item 5 Ownership of Five Percent or Less of a Class
Not applicable
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Schedule 13G Page 5 of 5
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person
Not applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company
Not applicable
Item 8 Identification and Classification of Members of the
Group
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
Not applicable
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.
_______January 10, 1996_______
(Date)
__CONSTANTINE S. MACRICOSTAS__
Constantine S. Macricostas
FORMS\13G96CM.#7/p