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 13, 1997__________




___________________________PHOTRONICS, INC.________________________________
         (Exact Name of Registrant as Specified in Charter)




_____Connecticut_____________________0-15451________________06-0854886_____
(State or Other Jurisdiction       (Commission            (IRS Employer
     of Incorporation)             File Number)         Identification No.)




__________1061 East Indiantown Road, Jupiter, FL ___________33477_____
         (Address of Principal Executive Offices)        (Zip Code)




Registrant's Telephone Number, including area code:_____561-747-4163_________




______________________________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)











ITEM 5.  OTHER EVENTS

         This Form 8-K is being filed to file the exhibits listed in Item 7,
         below.



ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            (c)   Exhibits

                  27     Financial Data Schedule

                  99.1   Condensed Consolidated Balance Sheet at May 4, 1997
                         (unaudited) and October 31, 1996 and Condensed
                         Consolidated Statement of Earnings for the Three
                         Months and Six Months Ended May 4, 1997 and
                         April 30, 1996 (unaudited).




                                  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 hereto duly authorized.


                                                     PHOTRONICS, INC.



                                                By:_____JEFFREY P. MOONAN______
                                                        Jeffrey P. Moonan
                                                      Senior Vice President
                                                            Secretary





Date: May 13, 1997










FORMS\8K-597A/p
 

5 This schedule contains summary financial information extracted from the Condensed Consolidated Statement Earnings and the Condensed Consolidated Balance Sheet and is qualified in its entirety by reference to such financial statements. 1000 6-MOS OCT-30-1997 MAY-04-1997 11,115 0 30,638 235 9,292 57,974 207,801 61,307 223,821 30,870 17,023 0 0 119 166,996 223,821 89,063 89,063 55,630 55,630 0 0 140 18,609 7,100 11,509 0 0 0 11,509 0.93 0.00



                    PHOTRONICS, INC. AND SUBSIDIARIES

                   Condensed Consolidated Balance Sheet
                         (dollars in thousands)





May 4, October 31, 1997 1996 ----------- ----------- ASSETS ====== Current assets: Cash, cash equivalents and short-term investments $ 11,115 $ 26,684 Accounts receivable 30,403 24,750 Inventories 9,292 7,992 Other current assets 7,164 6,154 -------- -------- Total current assets 57,974 65,580 Property, plant and equipment, net 146,494 123,666 Intangible assets, net 8,754 9,305 Investments and other assets 10,599 13,352 -------- -------- $223,821 $211,903 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ==================================== Current liabilities: Current portion of long-term debt $ 39 $ 38 Accounts payable and accrued liabilities 30,831 43,929 -------- -------- Total current liabilities 30,870 43,967 Long-term debt 17,023 1,987 Deferred income taxes and other liabilities 8,813 9,532 Shareholders' equity 167,115 156,417 -------- -------- $223,821 $211,903 ======== ========
PHOTRONICS, INC. AND SUBSIDIARIES Condensed Consolidated Statement of Earnings (in thousands, except per share amounts)
Quarter Ended Six Months Ended -------------------- -------------------- May 4, April 30, May 4, April 30, 1997 1996 1997 1996 ------- --------- ------- --------- Net sales $49,034 $40,514 $89,063 $75,182 Costs and expenses: Cost of sales 30,283 24,811 55,630 46,063 Selling, general and administrative 6,244 5,447 11,279 10,032 Research and development 2,622 2,123 4,924 3,948 ------- ------- ------- ------- Operating income 9,885 8,133 17,230 15,139 Interest and other income, net 99 334 1,379(a) 879 ------- ------- ------- ------- Income before income taxes 9,984 8,467 18,609 16,018 Provision for income taxes 3,800 3,200 7,100 6,100 ------- ------- ------- ------- Net income $ 6,184 $ 5,267 $11,509(a) $ 9,918 ======= ======= ======= ======= Net income per common share $0.50 $0.44 $0.93(a) $0.82 ===== ===== ===== ===== Weighted average number of common shares outstanding 12,432 12,048 12,331 12,053 ====== ====== ====== ====== __________ (a) Includes a net gain from the sale of equity investments of $1.1 million ($0.7 million, or $0.05 per share, after tax). __________ 8K-FINCL