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Registration No. 33-17405
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0854886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1061 East Indiantown Road
Jupiter, Florida 33477
(Address of Principal Executive Offices) (Zip Code)
PHOTRONICS, INC.
1986 STOCK OPTION PLAN
(Full titles of plans)
JEFFREY P. MOONAN, ESQ.
Senior Vice President, General Counsel
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(Name and address of agent for service)
(561) 745-1222
(Telephone number, including area code, of agent for service)
<PAGE>
DE-REGISTRATION OF SHARES OF COMMON STOCK
On October 13, 1987, Registrant's Registration Statement on
Form S-8 (Registration No. 33-17405) under the Securities Act of
1933, as amended, became effective. The Registration Statement
related to 180,000 shares of common stock, par value $0.01 per
share (the "Common Stock"), offered pursuant to the Registrant's
1986 Incentive Stock Option Plan. As a result of subsequent stock
splits, the originally registered 180,000 shares equated to 540,000
shares of common stock. The offering has now terminated. Of the
total number of the as adjusted 540,000 shares of Common Stock
registered, an as adjusted 525,600 shares of Common Stock were
purchased by employees of the Registrant.
Accordingly, Registrant hereby de-registers the remaining
unsold shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Brookfield, State of Connecticut on October 19, 1998.
PHOTRONICS, INC.
By: ___MICHAEL J. YOMAZZO____________
Michael J. Yomazzo
President/Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
_CONSTANTINE S. MACRICOSTAS_Chairman of the Board October 19, 1998
Constantine S. Macricostas and Director
__________*_________________President, Chief October 19, 1998
Michael J. Yomazzo Executive Officer
and Director
_ROBERT J. BOLLO____________Vice President/ October 19, 1998
Robert J. Bollo Finance and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
__________*_________________ Director October 19, 1998
Walter M. Fiederowicz
__________*_________________ Director October 19, 1998
Joseph A. Fiorita, Jr.
____________________________ Director October 19, 1998
Yukio Tagawa
*By:_CONSTANTINE S. MACRICOSTAS_ October 19, 1998
Constantine S. Macricostas
as Attorney-In-Fact
FORMS\S8-1098/p
