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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rule 13d-1 and 13d-2
(Amendment No. 8)*
PHOTRONICS, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
719405 10 2
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 5 Pages
Schedule 13G Page 2 of 5
CUSIP No. 719405 10 2
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1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons Constantine S. Macricostas
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2) Check the Appropriate Box if a Member of a Group
(See Instructions) __________________________________________
(a) _________________________________________________________
(b) _________________________________________________________
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3) SEC Use Only ................................................
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4) Citizenship or Place of Organization
United States of America
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Number of (5) Sole Voting Power 413,150 (1)
Shares Bene- -------------------------------------------------
ficially (6) Shared Voting Power 1,165,309 (2)
Owned By -------------------------------------------------
Each Report- (7) Sole Dispositive Power 413,150 (1)
ing Person -------------------------------------------------
With (8) Shared Dispositive Power 1,165,309 (2)
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,596,459 (1) (2) (3)
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10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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11) Percent of Class Represented by Amount in Row 9 13.3%
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12) Type of Reporting Person (See Instructions) IN
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(1) Includes 145,628 shares of Common Stock for which I have options
exercisible within 60 days and 11,250 shares subject to forfeiture
pursuant to restricted stock awards.
(2) Includes 1,140,000 shares owned by Macricostas Partners, L.P. of which I
am a limited partner and 25,309 shares of Macricostas Management, Inc.
which is the general partner of Macricostas Partners, L.P., of which I
am a significant shareholder, the sole director and President.
(3) Includes 18,000 shares owned by my wife, as to which I disclaim ownership.
Schedule 13G Page 3 of 5
CONSTANTINE S. MACRICOSTAS
Item 1 (a) Name of Issuer:
Photronics, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
1061 East Indiantown Road
Jupiter, Florida 33477
Item 2 (a) Name of Person Filing: Constantine S. Macricostas
Item 2 (b) Address of Principal Business Office or,
if none, residence:
1061 East Indiantown Road
Jupiter, Florida 33477
Item 2 (c) Citizenship: United States of America
Item 2 (d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2 (e) CUSIP Number: 719405 10 2
Item 3 If this Statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether the person
filing is a:
Not Applicable
Schedule 13G Page 4 of 5
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1996, I directly own 267,522
shares of Common Stock (of which 11,250 shares were
subject to forfeiture under restricted stock awards)
and have options, exercisible within sixty (60)
days, to acquire 145,628 shares of Common Stock. I
indirectly own shares as a limited partner of
Macricostas Partners, L.P. which owns 1,140,000
shares of Common Stock and through Macricostas
Management, Inc. which owns 25,309 shares of Common
Stock and of which I am a significant shareholder,
the sole director and President. I disclaim
beneficial ownership of those shares not represented
by my ownership interests in such entities. I may
also be deemed the beneficial owner of 18,000 shares
held by my wife, as to which shares I disclaim
beneficial ownership. The foregoing does not
include options to acquire 50,000 shares of common
stock which are not exerciseable within sixty (60)
days.
(b) Percent of Class: 13.3%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
413,150
(ii) shared power to vote or to direct the vote
1,165,309
(iii) sole power to dispose or to direct the
disposition of 413,150
(iv) shared power to dispose or to direct the
disposition of 1,165,309
Item 5 Ownership of Five Percent or Less of a Class
Not applicable
Schedule 13G Page 5 of 5
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person
Not applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company
Not applicable
Item 8 Identification and Classification of Members of the
Group
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
Not applicable
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
_______January 14, 1997_______
(Date)
CONSTANTINE S. MACRICOSTAS
Constantine S. Macricostas
FORMS\13G97CM.#8/p