PHOTRONICS, INC.AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands)

				August 3,		November 3,
				2003		2002
			Assets
Current assets:
		Cash, cash equivalents and short-term
		investments of $16,425 in 2003 and $15,148 in 2002		$	211,375	$	129,092
		Accounts receivable			58,767		62,545
		Inventories			16,548		19,948
		Other current assets			37,429		37,475
			Total current assets		324,119		249,060
Property, plant and equipment, net					389,311		443,860
Intangible assets, net					118,867		121,217
Other assets					19,992		18,305
				$	852,289	$	832,442
Liabilities and Shareholders’ Equity
Current liabilities:
		Current portion of long-term debt		$	6,444	$	10,649
		Accounts payable			39,415		57,401
		Other accrued liabilities			31,961		38,982
			Total current liabilities		77,820		107,032
Long-term debt					379,706		296,785
Deferred income taxes and other liabilities					46,050		44,539
Minority interest					51,504		44,971
	Shareholders’ equity				297,209		339,115
				$	852,289	$	832,442

PHOTRONICS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(in thousands, except per share amounts)

			Three Months Ended					Nine Months Ended
			August 3, 2003			July 31, 2002		August 3, 2003			July 31, 2002
Net sales			$	90,454		$	98,070	$	257,396		$	296,813
Costs and expenses:
	Cost of sales			62,030			69,992		188,597			209,011
	Selling, general and administrative			13,625			15,075		42,611			43,629
	Research and development			7,322			7,692		22,474			22,276
	Consolidation, restructuring and related charges			-			-		42,000	(b)		-
	Operating income (loss)			7,477			5,311		(38,286)	(b)		21,897
Other expenses, net				(2,984)	(a)		(4,060)		(9,312)	(a)		(11,252)
	Income (loss) before income    taxes and minority interest			4,493	(a)		1,251		(47,598)	(a)(b)		10,645
Income tax provision (benefit)				1,576			(900)		(798)			400
	Income (loss) before minority interest			2,917	(a)		2,151		(46,800)	(a)(b)		10,245
Minority interest				(1,645)			(966)		(4,485)			(4,794)
	Net income (loss)		$	1,272	(a)	$	1,185	$	(51,285)	(a)(b)	$	5,451
Earnings (loss) per share:
		Basic	$	0.04	(a)	$	0.04	$	(1.60)	(a)(b)	$	0.18
		Diluted	$	0.04	(a)	$	0.04	$	(1.60)	(a)(b)	$	0.17
Weighted average number of      common shares outstanding:
		Basic		32,096			31,895		32,062			31,030
		Diluted		32,371			32,237		32,062			31,783

(a)	Includes early extinguishment charge incurred in the third quarter of 2003 of $.9 million after tax or $.03 per diluted share in connection with the early redemption of the company’s 6% $62.1 million convertible notes due June 2004.
(b)	Includes consolidation charges incurred in the second quarter of 2003 of $42.0 million ($39.9 million after tax or $1.24 per diluted share) in connection with the consolidation of the company’s North American operating infrastructure

PHOTRONICS, INC.AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(in thousands)

			Nine Months Ended
				August 3, 2003		July 31, 2002
Cash flows from operating activities:
	Net income (loss)		$		(51,285)	$	5,451
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			64,127		61,807
		Consolidation, restructuring and related charges			42,000		-
		Changes in assets and liabilities and other			(13,024)		2,355
Net cash provided by operating activities					41,818		69,613
Cash flows from investing activities:
		Deposits on and purchases of property, plant and equipment			(34,745)		(88,416)
		Other			(826)		(16,636)
Net cash used in investing activities					(35,571)		(105,052)
Cash flows from financing activities:
		Repayment of long-term debt, net			(73,220)		(68,224)
		Proceeds from issuance of common stock			661		4,467
		Issuance of convertible debt, net			145,170		193,237
Net cash provided by financing activities					72,611		129,480
Effect of exchange rate changes on cash flows					2,148		4,973
Net Increase  in cash and cash equivalents					81,006		99,014
Cash and cash equivalents, beginning of period					113,944		34,684
Cash and cash equivalents, end of period			$		194,950	$	133,698