8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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)         June 15, 2011       

PHOTRONICS, INC.

   (Exact name of registrant as specified in its charter)   

Connecticut	0-15451	06-0854886
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

15 Secor Road, Brookfield, CT	06804
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, including area code        (203) 775-9000       

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 Other Events

On June 15, 2011, the Company issued a press release announcing the acquisition of $5 million aggregate principal amount of its outstanding 5.5% Convertible Notes. A copy of the press release is filed as Exhibit 99.1 to this Form 8K.

ITEM
9.01 Financial Statements and Exhibits

(d)	Exhibits
	99.1	Press Release dated June 15, 2011.

SIGNATURES

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.

(Registrant)

DATE:	June 20, 2011	BY	/s/ Richelle E. Burr
			Richelle E. Burr
			Vice President, General Counsel

PHOTRONICS, INC.

EX-99.1

  Press Release For Further Information:Sean T. Smith
Senior Vice President
Chief Financial Officer
(203)775-9000
ssmith@photronics.com

PHOTRONICS ACQUIRES $5.0 MILLION AGGREGATE PRINCIPAL
AMOUNT OF ITS OUTSTANDING 5.5% CONVERTIBLE NOTES

     Brookfield, Connecticut June 16, 2011 -- Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative imaging technology solutions for the global electronics industry, today announced that it acquired an additional $5.0 million aggregate principal amount of its 5.5% convertible senior notes due in October 2014.

The convertible notes were acquired for approximately $3.2 million in cash and approximately 0.7 million shares of its common stock with an approximate value of $6.5 million. As a result, the Company expects to record an after-tax charge of approximately $5.0 million, of which approximately 80% is expected to be noncash. As a result of the after-tax charge and the issuance of common stock, the Company's equity will increase by approximately $1.5 million.

The Company previously acquired $30.4 million principal amount of its 5.5% convertible senior notes. The remaining outstanding balance of the 5.5% convertible senior notes due October 2014 is now $22.1 million.

# # #

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 and flat panel displays, photomasks are used to transfer circuit patterns onto semiconductor wafers and flat panel substrates during the fabrication of integrated circuits, a variety of flat panel displays and, to a lesser extent, other types of electrical and optical components. They are produced in accordance with product 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.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of Photronics, Inc. and its subsidiaries (the Company). The forward-looking statements contained in this press release and other parts of Photronics’ web site involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices, and other factors. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental, and technological factors. Accordingly, there is no assurance that the Company’s expectations will be realized. For a fuller discussion of the factors that may affect the Company's operations, see "Forward Looking Statements" in the Company's Quarterly and Annual Reports to the Securities and Exchange Commission on Forms 10-Q and 10-K. The Company assumes no obligation to provide revisions to any forward-looking statements.

12-2011