1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

            Constantine S. Macricostas

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   ¨

(b)  x

  3.

SEC Use Only

  4.

Citizenship or Place of Organization

            United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  5.    Sole Voting Power

                413,196 (1)

  6.    Shared Voting Power

                2,330,618 (2)

  7.    Sole Dispositive Power

                413,196 (1)

  8.    Shared Dispositive Power

                2,330,618 (2)

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

            2,777,814 (1)(2)(3)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares         ¨

(See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

            8.7%

12.

Type of Reporting Person (See Instructions)

            IN

Item1(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 ss.ss. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4.

Ownership:

(a).

Amount Beneficially Owned:

As of December 31, 2002, I directly own 256,696 shares of common stock and have options, exercisable within sixty (60) days to acquire 156,500 shares of common stock. I indirectly own shares as a limited partner of Macricostas Partners, L.P., which owns 2,280,000 shares of common stock and through Macricostas Management, Inc., which owns 50,618 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 34,000 shares held by my wife, as to which shares I disclaim beneficial ownership.

(b).

Percent of class: 8.7%

(c).

Number of Shares As to Which Such Person Has:

(i).

Sole power to vote or to direct the vote:

413,196

(ii).

Shared power to vote or to direct the vote:

2,330,618

(iii).

Sole power to dispose or to direct the disposition of:

413,196

(iv).

Shared power to dispose or to direct the disposition of:

2,330,618

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable

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 or Control Person.

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