AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1997.

                                                           Registration No. 333

       ========================================================================


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                                       FORM S-3
                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933
                        -------------------------------------

                                   PHOTRONICS, INC.
                (Exact name of registrant as specified in its charter)
                     Connecticut                                  06-0854886
           (State or other jurisdiction of                (I.R.S. Employer
            incorporation or organization)           Identification Number)

                        -------------------------------------
                              1061 East Indiantown Road
                               Jupiter, Florida  33477
                                    (561) 745-1222
                           (Address, and telephone number,
                     of Registrant's principal executive offices)
                    ---------------------------------------------
                               Jeffrey P. Moonan, Esq.,
                      Senior Vice President and General Counsel
                              1061 East Indiantown Road
                               Jupiter, Florida  33477
                                    (561) 745-1222
                                 Fax: (561) 747-1432
             (Name, address, including zip code, and telephone number of 
                                  agent for service)
				---------------------------
                                      Copies to:
       Steven L. Wasserman, Esq.                      Keith F. Higgins, Esq.
         Reid & Priest LLP                               Ropes & Gray
        40 West 57th Street                         One International Place
	New York, New York  10019               Boston, Massachusetts  02110
             (212) 603-2000                               (617) 951-7000
          Fax: (212) 603-2001                           Fax: (617) 951-7050
				----------------------------
          Approximate date of commencement of proposed sale to the public:  
                    AS SOON AS PRACTICABLE AFTER THE REGISTRATION 
                             STATEMENT BECOMES EFFECTIVE.
         If  any  of the  securities being  registered on  this Form  are to  be
      offered on a delayed  or continuous basis pursuant to Rule  415 under the
      Securities Act of 1933, check the following box. []
         If  this  Form  is  filed  to  register  additional  securities  for an
      offering pursuant to Rule  462(b) under the Securities Act,  please check
      the following  box and  list  the Securities  Act registration  statement
      number  of  the earlier  effective  registration statement  for  the same
      offering. [x] File No. 333-26009
         If  this Form  is a  post-effective  amendment  filed pursuant  to Rule
      462(c)  under the  Securities Act, check  the following box  and list the
      Securities  Act registration  statement number  of the  earlier effective
      registration statement for the same offering.  []
         If delivery of the  prospectus is expected to  be made pursuant to Rule
      434, please check the following box.  []

                           CALCULATION OF REGISTRATION FEE
      =========================================================================

                                              Proposed
                                              maximum    Proposed
        Title of each                         offering    maximum    Amount of
          class of                             price     aggregate   registrat
        securities to        Amount to          per      offering     ion fee
        be registered      be registered      unit(1)    price (1)      (1)
       --------------     -----------------    ------   ----------   --------
       Convertible
       Subordinated      
       Notes due 2004      $17,250,000(2)       100%    $17,250,000  $5,227.27

       Common Stock,
       $.01 par value           (3)              --        --            --
      =========================================================================
      (1)  The filing fee  has been calculated  pursuant to Paragraphs  (a) and
           (i) of Rule 457 promulgated under the Securities Act of 1933.
      (2)  Includes $2,250,000  aggregate principal amount of  Notes subject to
           Underwriters' over-allotment option.
      (3)  Such presently  indeterminable number of  shares of Common  Stock as
           may  be or  become deliverable  upon conversion  of the  Notes being
           registered thereby.
         The Registrant hereby  amends this Registration Statement on such  date
      or  dates as  may be  necessary  to delay  its effective  date until  the
      Registrant shall file a further  amendment which specifically states that
      this  Registration   Statement  shall  thereafter   become  effective  in
      accordance with Section  8(a) of the Securities Act of  1933 or until the
      Registration  Statement  shall  become  effective on  such  date  as  the
      Commission, acting pursuant to said Section 8(a), may determine.

  

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents  of  the  Registration  Statement  on Form  S-3  filed  by
      Photronics,  Inc.  (the  "Company")  with  the  Securities  and  Exchange
      Commission  (the  "Commission")  (File  No. 333-26009), including each of
      the documents filed by the Company with the Commission and incorporated 
      by reference therein,  pursuant  to  the Securities Act of 1933, as 
      amended, are incorporated by  reference into this Registration Statement.


  
                                       PART II
                        INFORMATION NOT REQUIRED IN PROSPECTUS
      ITEM 16. EXHIBITS.

           All  exhibits  filed  with  or  incorporated  by  reference  in  the
      Company's Registration Statement (File No. 333-26009) are incorporated by
      reference  into, and  shall  be  deemed  a  part  of,  this  Registration
      Statement, except the following which are filed herewith or  specifically
      incorporated  by  reference   herein  from  the   Company's  Registration
      Statement (File No. 333-26009).  Where so indicated by footnote, exhibits
      which  were previously filed are incorporated by reference.  For exhibits
      incorporated  by reference, the location  of the exhibit  in the previous
      filing is indicated in the parentheses.

          5.1   -    Opinion of Reid & Priest LLP.*
          23.1  -    Consent of Deloitte & Touche LLP.*
          23.2  -    Consent of Reid & Priest LLP (Included in Exhibit 5.1).*
          24.1  -    Power of  Attorney (incorporated  by reference  to Exhibit
                     24.1 to the Company's Registration Statement on Form S-3 
                     (File No. 333-26009)).

      ------------------------------
      *    Filed herewith



 


                                      SIGNATURES

           Pursuant  to the  requirements of  the Securities  Act of  1933, the
      registrant  certifies that it has  reasonable grounds to  believe that it
      meets all of the requirements  for filing on Form S-3 and has duly caused
      this  Registration  Statement  to   be  signed  on  its  behalf   by  the
      undersigned, thereunto duly  authorized, in the Town of Brookfield, State
      of Connecticut, on the 22nd day of May 1997.


                               PHOTRONICS, INC.


                            By    /s/ Jeffrey P. Moonan
                                  -----------------------------
                                    Jeffrey P. Moonan
                                    Senior Vice President


           Pursuant to the  requirements of  the Securities Act  of 1933,  this
      Registration  Statement has been signed  by the following  persons in the
      capacities and on the dates indicated.

                SIGNATURE                     TITLE                 DATE
                ---------                     -----                 ----
                    *                    Chairman of the        May 22, 1997
       ---------------------             Board of Directors,
    Constantine S. Macricostas           Chief Executive
                                         Officer and Director
                                         (Principal Executive
                                         Officer)



              *
       ----------------------            President and          May 22, 1997
      Michael J. Yomazzo                 Director


          *
       ------------------                Vice                   May 22, 1997
       Robert J. Bollo                   President/Finance
                                         Chief Financial
                                         Officer
                                         (Principal Financial
                                         and Accounting
                                         Officer)


             *
       -------------------                   Director           May 22, 1997
     Walter M. Fiederowicz


            *
       ----------------------                Director           May 22, 1997
      Joseph A. Fiorita, Jr.


            *
       -----------------------               Director           May 22, 1997
       Yukio Tagawa


       *By:   /s/ Jeffrey P. Moonan                             May 22, 1997
             --------------------
            Jeffrey P. Moonan
            as Attorney-In-Fact


  

                                  INDEX TO EXHIBITS


      EXHIBIT
      NUMBER   EXHIBIT
      -------  ---------------------------------

      5.1      -  Opinion of Reid & Priest LLP*
      23.1     -  Consent of Deloitte & Touche LLP*
      23.2     -  Consent of Reid & Priest LLP (Included in Exhibit 5.1)*
      24.1     -  Power of Attorney (incorporated by reference to Exhibit 24.1
                  to the Company's Registration Statement on Form   S-3 (File
                  No. 333-26009)).

      -------------------------------
      *    Filed herewith

                                  REID & PRIEST LLP
                                 40 WEST 57TH STREET
                            NEW YORK, NEW YORK 10019-4097
                               TELEPHONE 212- 603-2000
                                   FAX 212 603-2001


                                                          (212) 603-2000   



                                             New York, New York
                                             May 22, 1997




          Photronics, Inc.
          1061 East Indiantown Road, Suite 318
          Jupiter, Florida 33473

                    Re:  Photronics, Inc.
                         Registration Statement on Form S-3
                         ----------------------------------


          Dear Sirs:

                    We  have  acted  as  counsel for  Photronics,  Inc.,  a
          Connecticut corporation  (the "Company"), in  connection with the
          preparation and filing  of a Registration  Statement on Form  S-3
          (File No. 333-26009) (the "Initial Registration Statement") under
          the Securities Act of 1933, as amended (the "Act"),  and a second
          Registration  Statement  to  be  filed pursuant  to  Rule  462(b)
          promulgated   under  the  Act   (the  "Rule  462(b)  Registration
          Statement" and, together with the Initial Registration Statement,
          the "Registration  Statements"), relating to  the proposed  offer
          and sale  of (i) the Company's Convertible Subordinated Notes due
          2004  in  the aggregate  principal  amount  of $103,500,000  (the
          "Notes"), which amount  includes $13,500,000 principal amount  of
          Notes that  may be issued  pursuant to  an over-allotment  option
          granted to  the underwriters, (ii) and  such indeterminate number
          of shares of the Company's common stock, par value $.01 per share
          (the "Common Stock"), issuable upon  conversion of the Notes (the
          "Conversion Shares").

                    The  Notes  will be  issued  under  the Indenture  (the
          "Indenture") between the Company and The Chase Manhattan Bank, as
          trustee  (the  "Trustee"), substantially  in  the  form filed  as
          Exhibit  4.1   to  the  Initial  Registration   Statement.    The
          Conversion Shares will be issuable upon conversion of the Notes.

                    We  have  examined originals  or  copies, certified  or
          otherwise identified  to our satisfaction, of  the Certificate of
          Incorporation and By-laws  of the Company,  each as amended,  and
          the Indenture  and the underwriting  agreement (the "Underwriting
          Agreement") among  the Company and  the underwriters in  the form
          filed as Exhibit  1.1 to the  Initial Registration Statement  and
          such other documents,  corporate records, certificates of  public
          officials  and instruments  as  we have  considered necessary  or
          advisable for the purpose  of this opinion.  We  have assumed the
          authenticity of  all documents submitted  to us as  originals and
          the conformity  to original documents of  all documents submitted
          to  us  as  copies.   We  have  not  independently verified  such
          information and assumptions.

                    We are not members of the Bar of any jurisdiction other
          than  the State of New York, and  we express no opinion as to the
          law of any jurisdiction other  than the laws of the State  of New
          York.  Insofar as  our opinion concerns Connecticut law,  we have
          relied upon  the opinion of Pepe &  Hazard LLP, which is attached
          hereto,  and our opinion  is subject  to such  qualifications and
          assumptions  set forth  in such  opinion, which  are incorporated
          herein.

                    Subject to the foregoing, and based on such examination
          and review, we are of the opinion that:

                    1.   The  Company is  a  corporation  incorporated  and
          existing  in good  standing  under  the  laws  of  the  State  of
          Connecticut.

                    2.   The  Notes, having  been  duly  authorized by  the
          Company, and  when executed by  the Company and  authenticated by
          the  Trustee in accordance with  the terms of  the Indenture, and
          issued  in accordance  with the  terms of  the Indenture  and the
          Underwriting  Agreement,  will   be  validly   issued  and   will
          constitute valid and binding obligations of the Company.

                    3.   The Conversion Shares issuable upon  conversion of
          the Notes have  been duly authorized  and reserved for  issuance,
          and, when issued in  accordance with the terms and  provisions of
          the Notes and  of the  Indenture, will be  validly issued,  fully
          paid and non-assessable shares of Common Stock of the Company.

                    We  hereby consent  to the  filing  of this  opinion as
          Exhibit  5.1 to the Rule 462(b) Registration Statement and to the
          reference to  us contained under  the heading "Legal  Matters" in
          the  Prospectus  which forms  part  of  the Initial  Registration
          Statement and  is incorporated by reference into  the Rule 462(b)
          Registration Statement.  In  giving the foregoing consent, we  do
          not thereby admit that we belong to the category of persons whose
          consent is required under Section 7 of the Act, or  the rules and
          regulations promulgated by the Securities and Exchange Commission
          thereunder.

                                             Very truly yours,

                                             /s/ Reid & Priest LLP

     

                            PEPE & HAZARD LLP
                              Goodwin Square
                     Hartford, Connecticut  06103-4302
                          Telephone 860 522-5175
                             Fax 860 522-2796




                                             May 22, 1997



          Reid & Priest LLP
          40 West 57th Street
          New York, New York  10019

                    RE:  PUBLIC OFFERING OF CONVERTIBLE NOTES
                         AGGREGATING $103,500,000 BY PHOTRONICS, INC.
                         -------------------------------------------

          Gentlemen:

                    We  have   acted  as  special  Connecticut  counsel  to
          Photronics,  Inc., a Connecticut  corporation (the  "Company") in
          connection with  the Company's  public offering (the  "Offer") of
          convertible  subordinated   notes  due  2004   in  the  aggregate
          principal   amount  of   $103,500,000  (the   "Notes"),  including
          $13,500,000  aggregate principal  amount  of Notes  that are  the
          subject  of  an  over-allotment  option granted  to  the  several
          underwriters (the  "Underwriters"), and  shares of the  Company's
          common  stock  $.01 par  value  per share  (the  "Common Stock"),
          issuable upon conversion of  the Notes (the "Conversion Shares").
          The Offer  is to be made  pursuant to the terms  contained in the
          Prospectus (the  "Prospectus") and in the  Registration Statement
          on Form S-3  (File No. 333-26009) (the "Initial Registration 
          Statement") which was  filed under the Securities  Act of 1933, as
          amended (the "Act"), of which the  Prospectus forms a part, and a 
          second Registration Statement to be filed pursuant to Rule 462(b)
          promulgated under the Act (the "Rule 462(b) Registration Statement" 
          and, together with the Initial Registration Statement, the 
          "Registration Statements"). The  Notes  will  be  issued  under  
          an  indenture  (the "Indenture") between the Company and the Chase 
          Manhattan Bank, as trustee  (the  "Trustee"), substantially  in  
          the  form filed  as  Exhibit 4.1 to the Initial Registration
          Statement.  The  Notes and  the shares  of  Common  Stock into 
          which  they  are  convertible are referred to herein as the 
          "Securities."

                    In preparing  this opinion  we have examined  originals
          or copies, certified or otherwise identified to our satisfaction,
          of such of the Company's corporate records, and other instruments
          as we have  deemed necessary or appropriate for the  purposes  of
          rendering this opinion, including:  (a) the Company's Certificate
          of  Incorporation (the  "Certificate") and all amendments  to the 
          Certificate; (b) the Company's by-laws, as amended; (c) the minutes
          of meetings or written consents of the Company's Board of Directors
          (the "Board"), including the minutes of the Board meeting held on 
          January 13, 1997 and the resolutions adopted therein; (d) the draft 
          underwriting  agreement among the Company, Goldman, Sachs & Co., 
          Robertson, Stephens & Company, and Smith  Barney Inc.  in  the  
          form filed  as  Exhibit  1.1 to  the Initial Registration Statement
          (the "Underwriting Agreement");  (e) the Registration Statements; 
          (f) the Indenture; (g) the Form  of Securities contained in the
          Indenture; and (h) certain certificates and other communications
          received from the Company's Secretary. The Underwriting Agreement, 
          the  Indenture,  the Prospectus, the  Registration Statements and 
          the Form of Securities are hereinafter referred to as  the  
          "Offering  Documents").  Terms used  herein  and  not otherwise
          defined herein shall have the meanings ascribed to them in the
          Offering Documents.

                    In connection  with this  opinion, we have  relied upon
          originals  or copies,  certified or  otherwise identified  to our
          satisfaction,   of  such   documents,   certificates  of   public
          officials, corporate records and  instruments as were provided to
          us.  As to any question of fact material to our opinion,  we have
          relied without independent  verification upon the representations
          of the Company made in the  Offering Documents, and to the extent
          such  factual matters are stated  herein, such statements are not
          our professional opinion but merely  a recitation of such factual
          matters derived from the above  described sources.  In  preparing
          this  opinion we  have  assumed  the  legal capacity  of  natural
          persons,  the authenticity  of all  documents submitted to  us as
          originals,  the validity of  all applicable statutes, ordinances,
          rules and regulations,  and the proper  indexing and accuracy  of
          all public records  and documents.   In addition,  in making  our
          examination  of  documents executed  by  parties  other than  the
          Company, we have assumed  that such other parties have  the power
          to enter  into and  perform all  obligations thereunder  and have
          also  assumed the due  authorization by all  requisite action and
          due  execution  and  delivery  by  such  other  parties  of  such
          documents  and  the  validity  and binding  effect  thereof  with
          respect to  such parties.   We have  also assumed that  the Notes
          will  each  be  issued  for  the consideration  duly approved  by
          the Company's Pricing Committee.

                    We are members of  the Bar of the State  of Connecticut
          and we  express no  opinion as  to the laws  of any  jurisdiction
          other than the  laws of  the State of  Connecticut as applied  by
          courts located in Connecticut.  No  opinion is given herein as to
          the  choice of  law  or  internal  substantive  rules  which  any
          tribunal  may apply to the transactions referred to herein.  This
          opinion is a confidential communication to you in connection with
          the  Offering and may not, without our written consent, be relied
          upon or furnished to any other person, except as provided herein.

                    We understand  that all of  the foregoing  assumptions,
          limitations and qualifications are acceptable to you.

                    Based  upon,  and subject  to,  the  foregoing and  the
          further assumptions and qualifications discussed below, it is our
          opinion that:

                    1.   The Company  is  a corporation  duly  incorporated
          under the laws  of the State of Connecticut, and, based solely on
          the Certificate of Existence issued by the Secretary of the State
          of Connecticut on  May 12, 1997, is validly  existing and in good
          standing under the laws of the State of Connecticut.

                    2.   The  execution and  delivery of the  Indenture and
          the  Underwriting  Agreement  and  the  execution,  delivery  and
          issuance of the Notes  have been duly authorized by  the Company.
          The Company has the  corporate power and authority to  enter into
          and consummate the transactions contemplated by the Indenture and
          the Underwriting Agreement and to issue the Notes.

                    3.   The Conversion Shares  issuable upon conversion of
          the  Notes have been duly and validly authorized and reserved for
          issuance, and, when issued  and delivered upon conversion  of one
          or more of the Notes, in accordance with the terms and provisions
          of the Notes and the Indenture,  will be duly and validly issued,
          fully paid and non-assessable  shares of the Common Stock  of the
          Company.

                    This  opinion speaks  only as the  date hereof,  and we
          disclaim  any  obligation to  advise you  of  any change  in this
          opinion  after the  date hereof.   Any  change in  the applicable
          laws, rules or regulations  or in the information  or assumptions
          on  which we  rely,  or any  inaccuracy  of such  information  or
          assumptions  could  affect the  validity  of  this  opinion.   We
          express  no opinion  herein  as to  any  matters other  than  the
          matters  expressly set forth herein.  We understand that you will
          be relying upon this opinion to enable you  to opine with respect
          to the validity of the Securities included in the Offer, and that
          your opinion will be  included as an exhibit to  the Rule  462(b)
          Registration Statement,  and that this opinion will be referred 
          to therein and annexed  as  an  exhibit thereto.    We  hereby  
          consent to  such reliance.

                                             Very truly yours,

                                             PEPE & HAZARD LLP


                                             /s/ James C. Schulwolf
                                             ---------------------------
                                             James C. Schulwolf, Partner




                                                               Exhibit 23.1



          Independent Auditors' Consent


                    We consent to the use in this Registration Statement on
          Form S-3 filed pursuant to Rule 462(b) of our report dated
          December 9, 1996 (which report expresses an unqualified opinion
          and incudes an explanatory paragraph relating to the 1994 change
          in accounting for investments and income taxes) included in the
          Annual Report on Form 10-K of Photronics, Inc. for the year ended
          October 31, 1996 appearing in and incorporated by reference in
          Photronics, Inc.'s Registration Statement on Form S-3 (No. 333-
          26009).  We also consent to the reference to us under the headings
	  "Selected Consolidated Financial Data" and "Experts" in the 
          Registration Statement on Form S-3 (No. 333-26009). 


          /s/ Deloitte & Touche LLP
	  Hartford, Connecticut
          May 22, 1997