8-K

                 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 18, 2000

                       .....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 May 18, 2000, Photronics, Inc. issued a press release
announcing the expiration of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act in connection with
Photronics' pending acquisition of Align-Rite International, Inc.
The press release is filed herewith as an exhibit.


Item 7.  Financial Statements and Exhibits

(a)      Financial statements of business acquired
         Not applicable

(b)      Pro forma financial information
         Not applicable

(c)      See Exhibits Index

     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
                                   ---------------------
May 19, 2000                       By:   Jeffrey P. Moonan
                                   Title: Executive Vice President
                                          Finance & Administration
























                                   EXHIBITS INDEX


Exhibit No.                    Description
- -----------                    -----------

99.1                           Press release dated May 18, 2000.

EX-99.1

For Further Information:
At The Company
Michael W. McCarthy
Director - Investor Relations & Corporate Communications
(203)775-9000
mmccarthy@brk.photronics.com
www.photronics.com
- -------------------------------------------------------------------
FOR IMMEDIATE RELEASE
     May 18, 2000

               Photronics and Align-Rite International Announce
                 Department of Justice Clearance for Merger


     JUPITER, Florida    May 18, 2000 -- Photronics, Inc.
(Nasdaq:PLAB), a leading global supplier of photomasks, and Align-
Rite International, Inc. (Nasdaq:MASK) today announced that the
waiting period for regulatory review under the Hart-Scott-Rodino
Antitrust Improvements Act has expired and that the Department of
Justice has indicated that it will not seek to challenge the
merger.  Align-Rite shareholders, at a special shareholders meeting
held on March 27, 2000, approved the transaction and the companies
expect to consummate the merger as soon as practicable, subject to
customary closing conditions.

     As originally announced on September 15, 1999 and amended as
of January 10, 2000, shareholders of Align-Rite will receive 0.85
shares of Photronics common stock for each share of Align-Rite
common stock and will own approximately 15% of the newly combined
company upon completion of the transaction.  The merger will be
treated as a pooling of interests.  Prior to completing the merger,
Photronics is required to resell the one million shares it acquired
as part of its share repurchase program instituted in October 1998
in order to qualify for the pooling of interests.

                       #   #   #

Photronics is a leading worldwide manufacturer of photomasks.
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits.  A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the fabrication
of integrated circuits.  They are produced in accordance with
circuit designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.
Additional information on the Company can be accessed at
www.photronics.com.

Align-Rite International, Inc. manufactures and markets quality
photomasks and has grown to become the third largest independent
manufacturer of photomasks in the United States and Europe.  The
Company currently serves over 250 customers in 21 countries from
four manufacturing facilities and six customer service centers

strategically located throughout the United States and Europe.  For
additional information, please visit the Company's website at
www.alignrite.com.

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Except for historical information, the matters
discussed in this news release that may be considered forward-
looking statements may be subject to certain risks and
uncertainties that could cause the actual results to differ
materially from those projected, including uncertainties in the
market, pricing competition, procurement and manufacturing
efficiencies, and other risks detailed from time to time in the
Company's SEC reports.  The Company assumes no obligation to update
the information in this release.