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



         SUPPLEMENT DATED OCTOBER 27, 1995 TO PROSPECTUS DATED JULY 17, 1995



         The Selling Shareholder, Microphase Laboratories, Inc. ("Microphase"),
      distributed to its shareholders or their affiliates certain of the shares
      issued to Microphase in connection with the Company's acquisition of
      Microphase's assets in June 1995.  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 26, 1995 and after giving effect
      to the offering.


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

      Microphase 
       Laboratories, Inc.      57,201    *       57,201    0      *

      Excel 
       Semiconductor Inc.      25,000    *       25,000    0      *

      Microphase 
       Laboratories Partners   10,061    *       10,061    0      *

      Martin Boothman           6,297    *        6,297    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.