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 18, 2004     

                       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 18, 2004, the Company issued a press release reporting fiscal second quarter 2004 sales and earnings results for the period ended May 2, 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 18, 2004.

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.

DATE May 18, 2004			BY /s/ Sean T. Smith                           ____
			Sean T. Smith
			Vice President and Chief Financial Officer

PHOTRONICS, INC.

EXHIBIT INDEX

Exhibit No.		Subject Matter
99.1		Press Release dated May 18, 2004.

FOR IMMEDIATE RELEASE
            May 18, 2004

PHOTRONICS REPORTS SECOND QUARTER RESULTS

BROOKFIELD, Connecticut    May 18, 2004 -- Photronics, Inc. (Nasdaq:PLAB), the world's leading sub-wavelength reticle solutions supplier, today reported fiscal 2004 second quarter and six month results for the period ended May 2, 2004.

Sales for the quarter were $97.2 million, up 13.6%, compared to $85.5 million for the second quarter of 2003.  Net income for the second quarter of fiscal 2004 amounted to $6.0 million, or $0.17 per diluted share, compared to the prior year's second quarter net loss of $44.1 million, or $1.37 per diluted share.   The net loss for the second quarter of fiscal 2003 included the impact of an after tax restructuring charge totaling $39.9 million, or $1.24 per diluted share, incurred in association with the consolidation of the Company's North American operating infrastructure.

Sales for the first six months of 2004 were $187.7, up 12.5% from the $166.9 million for the first half of fiscal 2003.  Net income for the first six months of fiscal 2004 amounted to $8.1 million, or $0.24 per diluted share, compared to a net loss of $52.6 million, or $1.64 per diluted share.  The net loss for the first six months of fiscal 2003 included the previously mentioned restructuring charges recorded in the second quarter of 2003.

Sean T. Smith, Chief Financial Officer, commented on the Company's improved year-over-year financial performance.  "Our competitive position, technologically and financially, is strong in each of the global regions we service. We are continually challenging our employees to aggressively manage our infrastructure so as to insure Photronics has the systems in place to meet its revenue and earnings growth goals."  He added, "The underlying fundamentals driving the demand for photomask technology and services are gathering momentum across all technology nodes, regions, and products.  As an increasing number of customers migrate to more advanced process nodes, our investments in advanced technology and photomask fabrication processes have positioned us to profitably benefit from this trend. "

Constantine "Deno" Macricostas, Chairman and Chief Executive Officer commented on his outlook for the remainder of the fiscal year.  "The horizon is filled with many opportunities.  We continue to expand our presence in Asia, which has seen tremendous growth with the increasing use of foundries.  In Europe, our role in supporting the region's key technology development alliances has increased our visibility with this regions major semiconductor companies.  While in North America, we are moving forward with our plans to install our first manufacturing line dedicated to service the requirements of those customers moving toward 65 nanometer and below technologies."  Mr. Macricostas concluded by noting, "The Company has seen a dramatic turnaround over the last year.  We have made tough decisions and worked hard to generate positive results.  Our success has been largely the result of the focus our global operations team has kept on building Photronics' reputation as the photomask industry's most efficient supplier and service leader.  Now, as the industry has embarked on a long awaited up cycle, we will bring our growing technology expertise to bear on the complex lithography challenges facing our customers at and below the 65 nanometer node."

A conference call with investors and the media to discuss these results can be accessed by logging onto Photronics' web site at www.photronics.com/, then clicking on the "Conference Calls" button in the top right corner of the home page.  The call is scheduled for 8:30 a.m. Eastern Daylight Time on Wednesday, May 19^th and will be archived for instant replay access until the Company reports its fiscal third quarter results on August 17, 2004 after the equity markets close.  The live call dial-in number is (706)634-5086.

#   #   #

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.

CyberMask is a trademark of Photronics, Inc.

04-Photronics Q2FY04 Earnings

PHOTRONICS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(in thousands, except per share amounts)

					Three Months Ended													Six Months Ended
					May 2,   2004							May 4, 2003						May 2, 2004							May 4, 2003
Net sales					$	97,167						$	85,548					$	187,656						$	166,942
Costs and expenses:
		Cost of sales				64,133							62,808						125,984							126,564
		Selling, general and administrative				13,297							14,612						26,831							28,985
		Research and development				7,493							7,531						14,934							15,153
		Consolidation, restructuring and related charges				-							42,000	(a)					-							42,000	(a)
		Operating income (loss)				12,244							(41,403)	(a)					19,907							(45,760)	(a)
Other expense, net						(2,671)							(3,298)						(5,384)							(6,328)
		Income (loss) before income    taxes and minority interest				9,573							(44,701)	(a)					14,523							(52,088)	(a)
Income tax provision (benefit)						1,231							(1,874)	(a)					2,524							(2,371)	(a)
		Income (loss) before minority interest				8,342							(42,827)	(a)					11,999							(49,717)	(a)
Minority interest						(2,357)							(1,243)						(3,872)							(2,840)
		Net income (loss)			$	5,985						$	(44,070)	(a)				$	8,127						$	(52,557)	(a)
Earnings (loss) per share:
			Basic		$	0.18						$	(1.37)	(a)				$	0.25						$	(1.64)	(a)
			Diluted		$	0.17						$	(1.37)	(a)				$	0.24						$	(1.64)	(a)
Weighted average number of      common shares outstanding:
			Basic			32,526							32,053						32,510							32,045
			Diluted			42,661							32,053						42,445							32,045

PHOTRONICS, INC.AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands)

PHOTRONICS, INC.AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(in thousands)