Filed pursuant to Rule 424(b)(3)
                                                          File No. 33-60945



          SUPPLEMENT DATED OCTOBER 21, 1996 TO PROSPECTUS DATED 
          JULY 17, 1995



             The Selling Shareholder, Microphase Laboratories, Inc.
          ("Microphase"), distributed to its shareholders or their
          affiliates the shares issued to Microphase in connection with the
          Company's acquisition of Microphase's assets in June 1995, and
          certain of such shares have been sold.  All references in the
          Prospectus, dated July 17, 1995 to the Selling Shareholder will
          include each shareholder of Microphase or his or her affiliate
          that received shares of Common Stock of Photronics, Inc. from
          Microphase in such distribution.  The following amends the table
          set forth in the section "Selling Shareholders" and sets forth
          certain information known to the Company regarding each Selling
          Shareholder's beneficial ownership of the Common Stock of
          Photronics, Inc. as of October 21, 1996 and after giving effect
          to the offering.

                               Shares                         Shares
                             Beneficially                   Beneficially
                                Owned                          Owned
          Name and            Prior to                         After
          Address of          Offering         Shares         Offering
          Beneficial      ----------------     to be      ----------------
          Owner           Number   Percent      Sold      Number   Percent
          -----------     ------   -------     ------     ------   -------

          Microphase 
           Laboratories, 
           Inc.             670       *           670        0       *

          Excel 
           Semiconductor 
           Inc.          35,061       *        35,061        0       *

          Edward H. 
           Boothman      25,486       *        25,486        0       *

          Martin 
           Boothman      37,342       *        37,342        0       *

          -------------------------

          *  Represents less than 1%.                              
             
             Microphase was issued 98,559 shares of Common Stock (the
          "Shares") in connection with the acquisition by the Company of
          Microphase's assets in June 1995.  As part of the agreement for
          such acquisition, the Company agreed to register the resale of
          the Shares by the Microphase or its stockholders.