EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Photronics, Inc. of our reports dated May 28, 1999
relating to the financial statements and financial statement schedule, which
appears in Align-Rite International, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1999 and of our report dated May 28, 1998 relating to
the financial statements of Align-Rite International, Inc., as of
March 31, 1998 and for the two years in the period then ended (not separately
presented therein), which appears in the Current Report on Form 8-K/A Amendment
No. 1 of Photronics, Inc. dated June 30, 2000. We also consent to the
reference to us under the heading "Experts."
/s/PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Newport Beach, California
June 30, 2000
