As filed with the Securities and Exchange Commission on July 21, 2000.
                                                  Registration No. 333-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               PHOTRONICS, INC.
            (Exact name of registrant as specified in its charter)


        CONNECTICUT                                06-0854886
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                        1061 East Indiantown Road
                          Jupiter, Florida                33477
           (Address of Principal Executive Offices)     (Zip Code)


                             PHOTRONICS, INC.
                             2000 STOCK PLAN

                    ALIGN-RITE INTERNATIONAL, INC.
                            STOCK OPTION PLAN

                  ALIGN-RITE INTERNATIONAL LIMITED
                    EMPLOYEE SHARE OPTION SCHEME

                       (Full titles of plans)

                       JEFFREY P. MOONAN, ESQ.
              Senior Vice President, General Counsel
                          PHOTRONICS, INC.
                     1061 East Indiantown Road
                      Jupiter, Florida 33477
             (Name and address of agent for service)

                            (561) 745-1222
  (Telephone number, including area code, of agent for service)







<PAGE>
                      CALCULATION OF REGISTRATION FEE

                                                 Proposed
                                   Proposed       Maximum          Amount
   Title of          Amount        Maximum       Aggregate           of
Securities to        to be      Offering Price    Offering      Registration
be Registered      Registered     Per Share       Price             Fee
---------------------------------------------------------------------------
Common Stock,      1,000,000      $26.97 (1)     $26,970,000     $ 7,120.08
Par Value           shares
$.01 (2)

Common Stock,        379,867      $ 8.20 (3)     $ 3,114,909      $  822.34
Par Value           shares
$.01 (2)


(1)     Estimated solely for the purpose of calculating the
        registration fee in accordance with Rule 457 (c) and (h)
        under the Securities Act of 1933, as amended (the
        "Securities Act").  The Proposed Maximum Offering Price is
        based on the average of the high and low sale prices of the
        Common Stock of the Registrant as reported on the NASD
        National Market on July 19, 2000.

(2)     This Registration Statement covers an indeterminate number
        of additional shares, which may become subject to options
        as a result of the adjustment provisions of the plan and
        agreements. The registration fee is calculated only on the
        stated number of shares.

(3)     The proposed maximum offering price per share of $8.20 is the
        average exercise price of outstanding options to purchase
        379,867 shares granted to employees of Align-Rite
        International, Inc., which options were converted into
        options to purchase shares of the Registrant's common
        stock in connection with the Registrant's merger
        acquisition of Align-Rite International, Inc.


















<PAGE>
                              EXPLANATORY NOTE

     This Registration Statement is to register shares of the
common stock of Photronics, Inc. to be issued and sold pursuant to
the above named employee stock plans.  Such plans include those of
Align-Rite International, Inc. ("Align-Rite"), which Photronics,
Inc. acquired in a merger transaction effective June 7, 2000.
Pursuant to such merger, all outstanding options to purchase shares
of the common stock of Align-Rite were converted into options to purchase
shares of the common stock of Photronics, Inc., with appropriate adjustment
to the number of shares and the exercise price of each assumed option.

     Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each plan participant
is not being filed with the Securities and Exchange Commission.
Part II contains information required in the Registration Statement
pursuant to Part II of Form S-8.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following information filed by Photronics, Inc. (the
"Registrant" or "Photronics") with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:

     1.  The description of the Registrant's common stock included
         in its Registration Statement on Form 8-A, dated March 31,
         1987;
     2.  Annual Report on Form 10-K for the fiscal year ended
         October 31, 1999, as amended;
     3.  Quarterly Report on Form 10-Q, for the fiscal quarter
         ended January 30, 2000;
     4.  Quarterly Report on Form 10-Q, for the fiscal quarter
         ended April 30, 2000;
     5.  Current Report on Form 8-K, dated November 4, 1999;
     6.  Current Report on Form 8-K, dated November 29, 1999;
     7.  Current Report on Form 8-K, dated January 14, 2000;
     8.  Current Report on Form 8-K, dated February 22, 2000;
     9.  Current Report on Form 8-K, dated March 15, 2000;
    10.  Current Report on Form 8-K, dated March 28, 2000;
    11.  Current Report on Form 8-K, dated May 19, 2000;
    12.  Current Report on Form 8-K, dated May 31, 2000;
    13.  Current Report on Form 8-K, dated June 21, 2000;
    14.  Current Report on Form 8-K/A dated June 30, 2000.

<PAGE>
    In addition to these reports filed by Photronics, Photronics also
hereby incorporates by reference into this Registration Statement, the
consolidated financial statements for Align-Rite and the notes thereto
contained in Item 8 of Align-Rite's Form 10-K for the fiscal year ended
March 31, 1999 filed with the Commission.

     In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the
Commission.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable; the class of securities to be offered is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

     Under applicable Connecticut law, the Registrant shall provide
for  indemnification of its directors, officers, employees and
agents.  Applicable Connecticut law requires the Registrant to
indemnify a director against judgements and other expenses of
litigation when he is sued by reason of his being a director in any
proceeding brought, other than on behalf of the corporation, if a
director is successful on the merits in defense, or acted in good
faith and in a manner reasonably believed to be in the best
interests of the corporation, and in all other cases that his
conduct was at least not opposed to the best interests of the
corporation, or in a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  In a
proceeding brought on behalf of a corporation (a derivative
action), a director is entitled to be indemnified by the

<PAGE>
corporation for reasonable expenses of litigation, if the director
is finally adjudged not to have breached his duty to the
corporation.  In addition, a director is entitled to
indemnification for both derivative and non-derivative actions, if
a court determines, upon application, that the director is fairly
and reasonably entitled to be indemnified.  Finally, the Registrant
maintains director and officer liability insurance which provides
insurance for the Registrant's directors and officers in connection
with claims brought against them in their capacity as such with the
Registrant.

     Article Ninth of the Registrant's Certificate of Incorporation
limits directors' monetary liability for actions or omissions made
in good faith, which are later determined to be a breach of their
duty as directors of the Registrant.  Article Ninth does not
eliminate or limit a director's liability for breaches of fiduciary
duty for actions or omissions which (i) involved a knowing and
culpable violation of law; (ii) enabled a director or an associate
(as defined in the Act) to receive an improper personal economic
gain; (iii) showed a lack of good faith and conscious disregard for
his duty as a director under circumstances where the director was
aware that his actions created an unjustifiable risk of serious
injury to the Registrant; (iv) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of
his duty; or (v) involved the improper distribution of Registrant
assets to its shareholders or an improper loan to an officer,
director or 5% shareholder.  Article Ninth also does not preclude
suits for equitable relief, such as an injunction, nor would it
shield directors from liability for violations of the federal
securities laws.  Moreover, Article Ninth does not limit the
liability of directors for any act or omission that occurred prior
to the date the Article became effective and does not limit the
potential liability of officer-directors in their capacity as
officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits filed as part of this Registration Statement are
set forth  below in the Exhibits Index.








<PAGE>
Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     A.  (1)  To file, during any period in which offers or sales
              are being made, a post-effective amendment to this
              Registration Statement:

              (i)   To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
                    events arising after the effective date of this
                    Registration Statement (or the most recent
                    post-effective amendment thereof) which,
                    individually or in the aggregate, represent a
                    fundamental change in the information set forth
                    in this Registration Statement (or the most
                    recent post-effective ammendment thereto); and

             (iii)  To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in this Registration
                    Statement or any material change to such
                    information in this Registration Statement;

                    provided, however, that paragraphs (i) and (ii)
                    shall not apply if the information required to
                    be included in a post-effective amendment by
                    those paragraphs is contained in periodic
                    reports filed by the Registrant pursuant to
                    Section 13 or Section 15(d) of the Exchange Act
                    that are incorporated by reference in this
                    Registration Statement.

         (2)  That, for the purpose of determining any liability
              under the Securities Act, each such post-effective
              amendment shall be deemed to be a new registration
              statement relating to the securities offered herein,
              and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering
              thereof.

         (3)  To remove from registration by means of a post-
              effective amendment any of the securities being
              registered that remain unsold at the termination of
              the offering.




<PAGE>
     B.  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities
         Act, each filing of the Registrant's annual report
         pursuant to Section 13(a) or Section 15(d) of the Exchange
         Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of
         the Exchange Act) that is incorporated by reference in the
         Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered
         therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering
         thereof.

     C.  Insofar as indemnification for liabilities arising under
         the Securities Act may be permitted to directors, officers
         and controlling person of the registrant pursuant to the
         foregoing provisions, or otherwise, the registrant has
         been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in
         the Securities Act and is, therefore, unenforceable.  In
         the event that a claim for indemnification against such
         liabilities (other than the payment by the registrant in
         the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling
         person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel
         the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be
         governed by the final adjudication of such issue.




















<PAGE>
                                SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Brookfield, State of Connecticut, on the 17th day of July, 2000.

                                PHOTRONICS, INC.

                                By /S/ CONSTANTINE S. MACRICOSTAS
                                --------------------------------
                                Constantine S. Macricostas
                                Chairman of the Board


                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Michael J. Yomazzo
and Jeffrey P. Moonan, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, without the other, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature                               Title                    Date
---------                               -----                    ----

/s/ CONSTANTINE S. MACRICOSTAS     Chairman of the Board of    July 17, 2000
------------------------------     Directors and Director
Constantine S. Macricostas


/s/ MICHAEL J. YOMAZZO             Vice Chairman of the        July 17, 2000
----------------------             Board and Director
Michael J. Yomazzo


/s/ JAMES R. NORTHUP                President (Principal       July 17, 2000
--------------------                Executive Officer)
James R. Northup


<PAGE>
Signature                          Title                       Date
---------                          -----                       ----


/s/ JEFFREY P. MOONAN              Executive Vice President    July 17, 2000
---------------------              Finance and Administration
Jeffrey P. Moonan                  (Principal Executive Officer)


/s/ ROBERT J. BOLLO                Vice President/Finance and  July 17, 2000
-------------------                Chief Financial Officer
Robert J. Bollo                    (Principal Financial and
                                   Accounting Officer)


/s/ WALTER M. FIEDEROWICZ          Director                    July 17, 2000
-------------------------
Walter M. Fiederowicz


/s/ JOSEPH A. FIORITA, Jr.         Director                    July 17, 2000
--------------------------
Joseph A. Fiorita, Jr.


/s/ WILLEM D. MARIS                Director                    July 17, 2000
-------------------
Willem D. Maris


































<PAGE>
                            EXHIBITS INDEX


Exhibit No.                 Description
-----------                 -----------

4.1                         Photronics, Inc. 2000 Stock Plan was
                            included as Appendix A to the
                            definitive proxy statement
                            of Photronics, Inc. for its 2000
                            annual meeting of shareholders filed
                            with the Commission and is
                            incorporated herein by reference.

4.2                         The Rules and Ancillary Documentation
                            for the Align-Rite International
                            Limited Employee Share
                            Option Scheme, as amended, was filed
                            as Exhibit 10.14 to the Registration
                            Statement on Form S-1 (File No. 33-
                            91978) of Align-Rite International,
                            Inc. and is incorporated herein
                            by reference.

4.3                         Align-Rite International, Inc. Stock
                            Option Plan was filed as Exhibit 10.2
                            to the Registration Statement on Form
                            S-1 (File No. 33-91978) of Align-Rite
                            International, Inc. and is
                            incorporated herein by reference.

5.1                         Opinion of Jeffrey P. Moonan, Esq.

23.1                        Consent of Deloitte & Touche LLP.

23.2                        Consent of PricewaterhouseCoopers
                            LLP.

23.3                        Consent of Jeffrey P. Moonan, Esq.
                            (contained in Exhibit 5.1).

24.1                        Power of Attorney (contained on the
                            Signature Page of this Registration
                            Statement).
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{"company-data": {"conformed-name": "PHOTRONICS INC", "cik": "0000810136", "assigned-sic": "3559", "irs-number": "060854886", "state-of-incorporation": "CT", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42010", "film-number": "676968"}, "business-address": {"street1": "1061 INDIANTOWN RD", "street2": "SUITE 318", "city": "JUPITER", "state": "FL", "zip": "33477", "phone": "5617451222"}, "mail-address": {"street1": "15 SECOR ROAD", "street2": "P O BOX 5226", "city": "BROOKFIELD", "state": "CT", "zip": "06804"}, "former-company": {"former-conformed-name": "PHOTRONIC LABS INC", "date-changed": "19900514"}}
As filed with the Securities and Exchange Commission on July 21, 2000.
                                                  Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM S-8

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PHOTRONICS, INC.
            (Exact name of registrant as specified in its charter)

        CONNECTICUT                                06-0854886
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

                        1061 East Indiantown Road
                          Jupiter, Florida                33477
           (Address of Principal Executive Offices)     (Zip Code)

                             PHOTRONICS, INC.
                             2000 STOCK PLAN

                    ALIGN-RITE INTERNATIONAL, INC.
                            STOCK OPTION PLAN

                  ALIGN-RITE INTERNATIONAL LIMITED
                    EMPLOYEE SHARE OPTION SCHEME

                       (Full titles of plans)

                       JEFFREY P. MOONAN, ESQ.
              Senior Vice President, General Counsel
                          PHOTRONICS, INC.
                     1061 East Indiantown Road
                      Jupiter, Florida 33477
             (Name and address of agent for service)

                            (561) 745-1222
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                 Proposed
                                   Proposed       Maximum          Amount
   Title of          Amount        Maximum       Aggregate           of
Securities to        to be      Offering Price    Offering      Registration
be Registered      Registered     Per Share       Price             Fee
---------------------------------------------------------------------------
Common Stock,      1,000,000      $26.97 (1)     $26,970,000     $ 7,120.08
Par Value           shares
$.01 (2)

Common Stock,        379,867      $ 8.20 (3)     $ 3,114,909      $  822.34
Par Value           shares
$.01 (2)

(1)     Estimated solely for the purpose of calculating the
        registration fee in accordance with Rule 457 (c) and (h)
        under the Securities Act of 1933, as amended (the
        "Securities Act").  The Proposed Maximum Offering Price is
        based on the average of the high and low sale prices of the
        Common Stock of the Registrant as reported on the NASD
        National Market on July 19, 2000.

(2)     This Registration Statement covers an indeterminate number
        of additional shares, which may become subject to options
        as a result of the adjustment provisions of the plan and
        agreements. The registration fee is calculated only on the
        stated number of shares.

(3)     The proposed maximum offering price per share of $8.20 is the
        average exercise price of outstanding options to purchase
        379,867 shares granted to employees of Align-Rite
        International, Inc., which options were converted into
        options to purchase shares of the Registrant's common
        stock in connection with the Registrant's merger
        acquisition of Align-Rite International, Inc.
EXPLANATORY NOTE

     This Registration Statement is to register shares of the
common stock of Photronics, Inc. to be issued and sold pursuant to
the above named employee stock plans.  Such plans include those of
Align-Rite International, Inc. ("Align-Rite"), which Photronics,
Inc. acquired in a merger transaction effective June 7, 2000.
Pursuant to such merger, all outstanding options to purchase shares
of the common stock of Align-Rite were converted into options to purchase
shares of the common stock of Photronics, Inc., with appropriate adjustment
to the number of shares and the exercise price of each assumed option.

     Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a
Section 10(a) prospectus to be distributed to each plan participant
is not being filed with the Securities and Exchange Commission.
Part II contains information required in the Registration Statement
pursuant to Part II of Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following information filed by Photronics, Inc. (the
"Registrant" or "Photronics") with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:

     1.  The description of the Registrant's common stock included
         in its Registration Statement on Form 8-A, dated March 31,
         1987;
     2.  Annual Report on Form 10-K for the fiscal year ended
         October 31, 1999, as amended;
     3.  Quarterly Report on Form 10-Q, for the fiscal quarter
         ended January 30, 2000;
     4.  Quarterly Report on Form 10-Q, for the fiscal quarter
         ended April 30, 2000;
     5.  Current Report on Form 8-K, dated November 4, 1999;
     6.  Current Report on Form 8-K, dated November 29, 1999;
     7.  Current Report on Form 8-K, dated January 14, 2000;
     8.  Current Report on Form 8-K, dated February 22, 2000;
     9.  Current Report on Form 8-K, dated March 15, 2000;
    10.  Current Report on Form 8-K, dated March 28, 2000;
    11.  Current Report on Form 8-K, dated May 19, 2000;
    12.  Current Report on Form 8-K, dated May 31, 2000;
    13.  Current Report on Form 8-K, dated June 21, 2000;
    14.  Current Report on Form 8-K/A dated June 30, 2000.
In addition to these reports filed by Photronics, Photronics also
hereby incorporates by reference into this Registration Statement, the
consolidated financial statements for Align-Rite and the notes thereto
contained in Item 8 of Align-Rite's Form 10-K for the fiscal year ended
March 31, 1999 filed with the Commission.

     In addition, all documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the
Commission.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable; the class of securities to be offered is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6.  Indemnification of Directors and Officers.

     Under applicable Connecticut law, the Registrant shall provide
for  indemnification of its directors, officers, employees and
agents.  Applicable Connecticut law requires the Registrant to
indemnify a director against judgements and other expenses of
litigation when he is sued by reason of his being a director in any
proceeding brought, other than on behalf of the corporation, if a
director is successful on the merits in defense, or acted in good
faith and in a manner reasonably believed to be in the best
interests of the corporation, and in all other cases that his
conduct was at least not opposed to the best interests of the
corporation, or in a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  In a
proceeding brought on behalf of a corporation (a derivative
action), a director is entitled to be indemnified by the
corporation for reasonable expenses of litigation, if the director
is finally adjudged not to have breached his duty to the
corporation.  In addition, a director is entitled to
indemnification for both derivative and non-derivative actions, if
a court determines, upon application, that the director is fairly
and reasonably entitled to be indemnified.  Finally, the Registrant
maintains director and officer liability insurance which provides
insurance for the Registrant's directors and officers in connection
with claims brought against them in their capacity as such with the
Registrant.

     Article Ninth of the Registrant's Certificate of Incorporation
limits directors' monetary liability for actions or omissions made
in good faith, which are later determined to be a breach of their
duty as directors of the Registrant.  Article Ninth does not
eliminate or limit a director's liability for breaches of fiduciary
duty for actions or omissions which (i) involved a knowing and
culpable violation of law; (ii) enabled a director or an associate
(as defined in the Act) to receive an improper personal economic
gain; (iii) showed a lack of good faith and conscious disregard for
his duty as a director under circumstances where the director was
aware that his actions created an unjustifiable risk of serious
injury to the Registrant; (iv) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of
his duty; or (v) involved the improper distribution of Registrant
assets to its shareholders or an improper loan to an officer,
director or 5% shareholder.  Article Ninth also does not preclude
suits for equitable relief, such as an injunction, nor would it
shield directors from liability for violations of the federal
securities laws.  Moreover, Article Ninth does not limit the
liability of directors for any act or omission that occurred prior
to the date the Article became effective and does not limit the
potential liability of officer-directors in their capacity as
officers.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits filed as part of this Registration Statement are
set forth  below in the Exhibits Index.
Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     A.  (1)  To file, during any period in which offers or sales
              are being made, a post-effective amendment to this
              Registration Statement:

              (i)   To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or
                    events arising after the effective date of this
                    Registration Statement (or the most recent
                    post-effective amendment thereof) which,
                    individually or in the aggregate, represent a
                    fundamental change in the information set forth
                    in this Registration Statement (or the most
                    recent post-effective ammendment thereto); and

             (iii)  To include any material information with
                    respect to the plan of distribution not
                    previously disclosed in this Registration
                    Statement or any material change to such
                    information in this Registration Statement;

                    provided, however, that paragraphs (i) and (ii)
                    shall not apply if the information required to
                    be included in a post-effective amendment by
                    those paragraphs is contained in periodic
                    reports filed by the Registrant pursuant to
                    Section 13 or Section 15(d) of the Exchange Act
                    that are incorporated by reference in this
                    Registration Statement.

         (2)  That, for the purpose of determining any liability
              under the Securities Act, each such post-effective
              amendment shall be deemed to be a new registration
              statement relating to the securities offered herein,
              and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering
              thereof.

         (3)  To remove from registration by means of a post-
              effective amendment any of the securities being
              registered that remain unsold at the termination of
              the offering.
B.  The undersigned Registrant hereby undertakes that, for
         purposes of determining any liability under the Securities
         Act, each filing of the Registrant's annual report
         pursuant to Section 13(a) or Section 15(d) of the Exchange
         Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of
         the Exchange Act) that is incorporated by reference in the
         Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered
         therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering
         thereof.

     C.  Insofar as indemnification for liabilities arising under
         the Securities Act may be permitted to directors, officers
         and controlling person of the registrant pursuant to the
         foregoing provisions, or otherwise, the registrant has
         been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in
         the Securities Act and is, therefore, unenforceable.  In
         the event that a claim for indemnification against such
         liabilities (other than the payment by the registrant in
         the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling
         person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel
         the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question
         whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be
         governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town
of Brookfield, State of Connecticut, on the 17th day of July, 2000.

                                PHOTRONICS, INC.

                                By /S/ CONSTANTINE S. MACRICOSTAS
                                --------------------------------
                                Constantine S. Macricostas
                                Chairman of the Board

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Michael J. Yomazzo
and Jeffrey P. Moonan, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to act, without the other, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature                               Title                    Date
---------                               -----                    ----

/s/ CONSTANTINE S. MACRICOSTAS     Chairman of the Board of    July 17, 2000
------------------------------     Directors and Director
Constantine S. Macricostas

/s/ MICHAEL J. YOMAZZO             Vice Chairman of the        July 17, 2000
----------------------             Board and Director
Michael J. Yomazzo

/s/ JAMES R. NORTHUP                President (Principal       July 17, 2000
--------------------                Executive Officer)
James R. Northup
Signature                          Title                       Date
---------                          -----                       ----

/s/ JEFFREY P. MOONAN              Executive Vice President    July 17, 2000
---------------------              Finance and Administration
Jeffrey P. Moonan                  (Principal Executive Officer)

/s/ ROBERT J. BOLLO                Vice President/Finance and  July 17, 2000
-------------------                Chief Financial Officer
Robert J. Bollo                    (Principal Financial and
                                   Accounting Officer)

/s/ WALTER M. FIEDEROWICZ          Director                    July 17, 2000
-------------------------
Walter M. Fiederowicz

/s/ JOSEPH A. FIORITA, Jr.         Director                    July 17, 2000
--------------------------
Joseph A. Fiorita, Jr.

/s/ WILLEM D. MARIS                Director                    July 17, 2000
-------------------
Willem D. Maris
EXHIBITS INDEX

Exhibit No.                 Description
-----------                 -----------

4.1                         Photronics, Inc. 2000 Stock Plan was
                            included as Appendix A to the
                            definitive proxy statement
                            of Photronics, Inc. for its 2000
                            annual meeting of shareholders filed
                            with the Commission and is
                            incorporated herein by reference.

4.2                         The Rules and Ancillary Documentation
                            for the Align-Rite International
                            Limited Employee Share
                            Option Scheme, as amended, was filed
                            as Exhibit 10.14 to the Registration
                            Statement on Form S-1 (File No. 33-
                            91978) of Align-Rite International,
                            Inc. and is incorporated herein
                            by reference.

4.3                         Align-Rite International, Inc. Stock
                            Option Plan was filed as Exhibit 10.2
                            to the Registration Statement on Form
                            S-1 (File No. 33-91978) of Align-Rite
                            International, Inc. and is
                            incorporated herein by reference.

5.1                         Opinion of Jeffrey P. Moonan, Esq.

23.1                        Consent of Deloitte & Touche LLP.

23.2                        Consent of PricewaterhouseCoopers
                            LLP.

23.3                        Consent of Jeffrey P. Moonan, Esq.
                            (contained in Exhibit 5.1).

24.1                        Power of Attorney (contained on the
                            Signature Page of this Registration
                            Statement).