United States securities and exchange commission logo

                           March 9, 2023

       John Jordan
       Chief Financial Officer
       Photronics, Inc.
       15 Secor Road
       Brookfield , Connecticut 06804

                                                        Re: Photronics, Inc,
                                                            Form 10-K for the
Fiscal Year ended October 31, 2022
                                                            Form 8-K furnished
February 20, 2023
                                                            File No. 1-39063

       Dear John Jordan:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 8-K furnished February 20, 2023

       Exhibit 99.5 Reconciliation of GAAP to Non-GAAP Financial Information,
page 1

   1.                                                   We note that your
calculation of Free Cash Flow includes government incentives. Please
                                                        explain to us why you
believe it is appropriate to include this adjustment in your
                                                        calculation of Free
Cash Flow. Also, it appears that the measure should be renamed as
                                                        you do not calculate it
in the typical manner. For additional information, see Question
                                                        102.07 of the
Compliance & Disclosure Interpretations regarding Non-GAAP Financial
       Form 10-K for the Fiscal Year ended October 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Non-GAAP Financial Measures, page 32

   2.                                                   We note that your
calculation of Net Cash includes Short-term investments. We also note
 John Jordan
Photronics, Inc.
March 9, 2023
Page 2
       from your disclosure on page 43 of the notes to the financial statements
that these
       investments have maturities of more than three months, but less than one
year. In light of
       this, it does not appear that these investments would be considered cash
equivalents for
       the purpose of the Net Cash calculation. Please revise or advise
accordingly. Your
       disclosure in your earnings releases on Form 8-K should be similarly
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Charles Eastman at 202-551-3794 or Claire Erlanger at
3301 with any questions.

FirstName LastNameJohn Jordan
                                                            Division of
Corporation Finance
Comapany NamePhotronics, Inc.
                                                            Office of
March 9, 2023 Page 2
cc:       Richelle Burr
FirstName LastName