Exhibit 23.2


                    CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Photronics Inc. of our
reports dated May 28, 1999 relating to the financial statements and
financial statement schedule, which appears in Align-Rite
International, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1999 and of our report dated May 28, 1998 relating to the
financial statements of Align-Rite International, Inc., as of March
31, 1998 and for the two years in the period then ended (not
separately presented therein), which appears in the Current Report
on Form 8-K/A Amendment No. 1 of Photronics, Inc dated June 30,
2000.


/s/PRICEWATERHOUSECOOPERS LLP
-----------------------------
PricewaterhouseCoopers LLP
Newport Beach, CA
July 20, 2000