| EXHIBIT 31.2 | ||
| I, Sean T. Smith, certify that: | ||
| I have reviewed this Annual Report on Form 10-K/A of Photronics, Inc. | ||
| Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | ||
| /s/ SEAN T. SMITH |
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| Sean T. Smith |
| Chief Financial Officer |
| July 7, 2015 |