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):  November 24, 1999

                                     Photronics, Inc.
                (Exact name of registrant as specified in its charter)




    Connecticut                       0-15451                      06-0854886
(State or other                    (Commission                  (IRS Employer
jurisdiction                       File Number)            Identification No.)
of Incorporation)





  1061 East Indiantown Road, Jupiter, FL                             33477
 (Address of principal executive offices)                         (Zip Code)


     Registrant's telephone number, including area code:   (561) 745-1222






   --------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)






Item 5.   Other Events

    On October 1, 1999, Photronics, Inc. (Photronics) and Align-Rite
International, Inc.(Align-Rite) filed with the Federal Trade Commission and
the Department of Justice their respective notification and report forms
under the Hart-Scott-Rodino Antitrust Improvements Act relating to the
proposed merger of Photronics and Align-Rite. On October 28, 1999, Photronics
withdrew and subsequently refiled its notification and report form in order
to provide the Department of Justice an additional thirty days to conduct its
preliminary review of the proposed transaction.

     On November 24, 1999, Photronics and Align-Rite received a request for
additional information from the Department of Justice.  The receipt of the
request tolls the thirty-day waiting period for the proposed transaction
pending submission of the requested additional information. The Department
of Justice must approve or disapprove of the proposed transaction no later
than twenty days after it deems the responses to the request submitted by
the parties to be complete.

    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.



                                             PHOTRONICS, INC.



                                             /s/ Jeffrey P. Moonan
November 29, 1999                            By: Jeffrey P. Moonan
                                             Title: Executive VP Finance
                                                    & Administration