EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement on Form S-3 of Photronics, Inc. (file No. 333-40712)
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
July 14, 2000
