UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K


CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934

Date of report (Date of earliest event reported)      May 7, 2003     

                       PHOTRONICS, INC.                        
(Exact name of registrant as specified in its charter)

Registrant's Telephone Number, including area code      (203) 775-9000     

                                                                                                                                      
(Former name or former address, if changed since last report)

Item 5.				Other Events
				On May 7, 2003, the Company issued a press release announcing its intention to exercise its optional right to redeem the remaining $62 million outstanding of its 6% Convertible Subordinated Notes ("Notes") due 2004.  A copy of the press release is attached to this 8-K.
Item 7.				Financial Statements and Exhibits
(c)		Exhibits
		99.1		Press Release dated May 7, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHOTRONICS, INC.

EXHIBIT INDEX

Exhibit No.		Subject Matter
99.1		Press Release dated May 7, 2003.

FOR IMMEDIATE RELEASE
May 7, 2003

PHOTRONICS TO REDEEM ITS 6% CONVERTIBLE SUBORDINATED NOTES DUE 2004

BROOKFIELD, Connecticut    May 7, 2003 -- Photronics, Inc. (Nasdaq:PLAB), the leading worldwide sub-wavelength reticle solutions supplier, announced today that it will exercise its optional right to redeem the remaining $62 million outstanding of its 6% Convertible Subordinated Notes ("Notes") due 2004.  Photronics can redeem the Notes, pursuant to their terms, at this time with such redemption to be effective June 1, 2003 (the "Redemption Date") at 100.8571% of the principal amount plus accrued interest.  The total aggregate redemption price for Photronics' 6% Notes due 2004 will be approximately $64.5 million, including approximately $1.9 million in accrued interest.  At the option of the holder, the Notes can be converted into 35.742 shares per $1,000 principal amount of Notes up until the close of business on the Redemption Date.  This conversion rate represents an effective conversion price of $27.97 per share of Photronics common stock.

Sean T. Smith, Chief Financial Officer stated, "Photronics is committed to strengthening its balance sheet, and thus its competitive position as a leading supplier of lithography solutions to semiconductor manufacturers all around the world.  Working down our debt and reducing our Company's net interest expense are two ways to help the Company achieve these goals."

#   #   #

Photronics is a leading worldwide manufacturer of photomasks.  Photomasks are high precision quartz plates that contain microscopic images of electronic circuits.  A key element in the manufacture of semiconductors, photomasks are used to transfer circuit patterns onto semiconductor wafers during the fabrication of integrated circuits.  They are produced in accordance with circuit designs provided by customers at strategically located manufacturing facilities in Asia, Europe, and North America.  Additional information on the Company can be accessed at www.photronics.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:  Certain statements in this release are considered "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.   All forward-looking statements involve risks and uncertainties.   In particular, any statement contained in this release regarding the consummation and benefits of future acquisitions, expectations with respect to future sales, financial performance, operating efficiencies and product expansion, are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond the control of the Company.   These factors may cause actual results, performance or achievements to differ materially from anticipated results, performances or achievements.   Factors that might affect such forward-looking statements include, but are not limited to, overall economic and business conditions; the demand and receipt of orders for the Company's products; competitive factors in the industries and geographic markets in which the Company competes; changes in federal, state and foreign tax requirements (including tax rate changes, new tax laws and revised tax law interpretations); the Company's ability to place new equipment in service on a timely basis; interest rate fluctuations and other capital market conditions, including foreign currency rate fluctuations; economic and political conditions in international markets; the ability to obtain a new bank facility or other financings; the ability to achieve anticipated synergies and other cost savings in connection with acquisitions and productivity programs; the timing, impact and other uncertainties of future acquisitions and investments; the seasonal and cyclical nature of the semiconductor industry; the availability of capital; management changes; damage or destruction to our facilities by natural disasters, labor strikes, political unrest or terrorist activity; the ability to fully utilize its tools; the ability of the Company to receive desired yields, pricing, product mix, and market acceptance of its products; changes in technology; and other risks and uncertainties set forth in the Company's SEC filings from time to time.   Any forward-looking statements should be considered in light of these factors.   The Company assumes no obligation to update the information in this release.

03-Photronics Announces Redemption