SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for use of the Commission
[X] Definitive proxy statement only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

PHOTRONICS, INC.
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(Name of Registrant as specified in Its Charter)

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(Name of Person[s] Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement number:

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(3) Filing party:

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(4) Date filed:

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PHOTRONICS, INC.
1061 EAST INDIANTOWN ROAD
JUPITER, FLORIDA 33477
(561) 745-1222

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 21, 2001

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

TO THE SHAREHOLDERS OF PHOTRONICS, INC.

Notice is hereby given that the Annual Meeting of Shareholders of
Photronics, Inc. will be held in the Whitney Room at The Inter-Continental
Hotel, 111 East 48th St., New York, NY 10017 on March 21, 2001, at 10:00 a.m.
local time, for the following purposes:

1) To elect six (6) members of the Board of Directors, each to
serve until the next annual meeting; and

2) To transact such other business as may properly come before the meeting or
any adjournments thereof.

The Board of Directors has fixed February 12, 2001 as the record date for
determining the holders of common stock entitled to notice of and to vote at the
meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.

By Order of the Board of Directors

James A. Eder
Secretary

February 22, 2001

PHOTRONICS, INC.
1061 EAST INDIANTOWN ROAD
JUPITER, FLORIDA 33477
(561) 745-1222

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

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 21, 2001

GENERAL INFORMATION

The enclosed proxy is solicited by the Board of Directors (the "Board" or
"Board of Directors") of Photronics, Inc. (the "Company"), to be voted at the
Annual Meeting of Shareholders to be held on March 21, 2001, at 10:00 a.m. local
time in the Whitney Room at The Inter-Continental Hotel, 111 East 48th St., New
York, NY 10017, or any adjournments or postponements thereof (the "Annual
Meeting"). This proxy statement and the enclosed proxy card are first being sent
or given to shareholders on or about February 22, 2001.

VOTING BY PROXY

The persons named as proxies on the accompanying proxy card have informed
the Company of their intention, if no contrary instructions are given, to vote
the shares of the Company's common stock ("Common Stock") represented by such
proxies for the election as directors of the Company of those persons named as
management's nominees; and in accordance with their best judgment on any other
matters which may come before the Annual Meeting. The Board of Directors does
not know of any business to be brought before the Annual Meeting other than as
set forth in the notice.

Any shareholder who executes and delivers a proxy may revoke it at any
time prior to its use upon (a) receipt by the Secretary of the Company of
written notice of such revocation; (b) receipt by the Secretary of the Company
of a properly executed proxy bearing a later date; or (c) appearance by the
shareholder at the Annual Meeting and his or her request to revoke the proxy.
Any such notice or proxy should be sent to Photronics, Inc., 1061 East
Indiantown Road, Jupiter, Florida 33477, Attention: Secretary. Appearance at the
Annual Meeting without a request to revoke a proxy will not revoke a previously
executed and delivered proxy.

QUORUM; REQUIRED VOTES

Only shareholders of record at the close of business on February 12, 2001
are entitled to notice of and to vote at the Annual Meeting. As of February 12,
2001, there were 29,816,627 shares of Common Stock issued and outstanding, each
of which is entitled to one vote. At the Annual Meeting, the presence in person
or by proxy of the holders of a majority of the total number of shares of
outstanding Common Stock will be necessary to constitute a quorum. Unless
otherwise noted in this proxy statement, all matters to come before the Annual
Meeting

that are listed in the Notice of Meeting require, to be approved, the
affirmative vote of a majority of those shares, present in person or by proxy
and voting at the Annual Meeting, assuming that a quorum is present. Abstentions
will be considered as present but will not be considered as votes in favor of
any matter; broker non-votes will not be considered as present for the matter as
to which the shares are not voted.

OWNERSHIP OF COMMON
STOCK BY DIRECTORS, NOMINEES,
OFFICERS AND CERTAIN BENEFICIAL OWNERS

To the best knowledge of the Company based on information filed with the
Securities and Exchange Commission ("SEC") and the Company's stock records, the
following table sets forth the beneficial ownership of the Common Stock as of
February 12, 2001, by (i) beneficial owners of more than five percent of the
Common Stock, (ii) each director, (iii) each nominee for election as a director,
(iv) each executive officer named in the summary compensation table set forth
below, and (v) all directors and executive officers of the Company as a group.

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS

Robert J. Bollo 68,957 (2) *
1061 East Indiantown Road
Jupiter, FL 33477

James A. Eder 200 *
1061 East Indiantown Road
Jupiter, FL 33477

Walter M. Fiederowicz 55,480 (2) (3) *
39 Painter Hill Road
Woodbury, CT 06798

Joseph A. Fiorita, Jr. 56,100 (2) (4) *
146 Deer Hill Avenue
Danbury, CT 06810

James L. Mac Donald 638,948 (2) 2.14
2428 Ontario Street
Burbank, CA 91504

James R. Northup (7) 43,803 *
1061 East Indiantown Road
Jupiter, FL 33477

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS

Constantine S. Macricostas 2,630,446 (2) (5) 8.8
1061 East Indiantown Road
Jupiter, FL 33477

Macricostas Partners, L.P. 2,280,000 7.6
1122 Bel Air
Allen, Texas 75013

Willem D. Maris 6,000 *
De Run 1110
5503 La Veldhoven
The Netherlands

Michael J. Yomazzo 377,134 (2)(6) 1.3
1061 East Indiantown Road
Jupiter, FL 33477

High Rock Capital LLC 1,898,780 (8) 6.3
High Rock Asset Management LLC
28 State Street
18th Floor
Boston, MA 02109

Directors and Executive Officers 6,157,068 (9) 20.6
as a group
(nine persons)

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* Less than 1%
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(1) Except as otherwise indicated, the named person has the sole voting and
investment power with respect to the shares of Common Stock set forth opposite
such person's name.

(2) Includes shares of Common Stock subject to stock options exercisable as of
February 12, 2001 (or within 60 days thereof) as follows: Mr. Bollo 68,500; Mr.
Fiederowicz 36,500; Mr. Fiorita 56,100; Mr. Macricostas 102,500; Mr. Mac Donald
192,436; and Mr. Yomazzo 161,100. Also includes shares subject to forfeiture
under restricted stock award grants as follows: Mr. Fiederowicz 3,000, Mr. Maris
3,750 and Mr. Fiorita 3,000.

(3) Includes 12,050 shares owned by the wife of Mr. Fiederowicz and 800 shares
owned by his child, as to which shares he disclaims beneficial ownership.

(4) Includes 300 shares owned by the wife of Mr. Fiorita, as to which shares he
disclaims beneficial ownership.

(5) Includes 34,000 shares held by the wife of Mr. Macricostas as to which
shares he disclaims beneficial ownership. Also includes 2,280,000 shares owned
by Macricostas Partners, L.P., of which Mr. Macricostas is a limited partner and
50,618 shares owned by the corporate general partner of such partnership of
which Mr. Macricostas is President, a director and a significant shareholder.
Mr. Macricostas disclaims beneficial ownership of those shares not represented
by his ownership interests.

(6) Includes 46,000 shares held by the wife of Mr. Yomazzo as to which shares he
disclaims beneficial ownership. Also includes 86,000 shares owned by Yomazzo
Associates Limited Partnership of which Mr. Yomazzo is a general partner and a
limited partner. Mr. Yomazzo disclaims beneficial ownership of those shares not
represented by his ownership interests.

7) Mr. Northup resigned as the President of the Company in July 2000.

8) According to a Schedule 13G dated February 12, 2001, High Rock Capital LLC
("HRC") and High Rock Asset Management LLC ("HRAM")

reported that HRAM has sole voting and dispositive power over 178,890 shares of
Common Stock and HRC has sole voting power over 1,418,700 and sole dispositive
power over 1,719,800 shares of Common Stock.

9) Includes the shares listed in notes (2), (3), (4), (5), (6) and (7) above.

ITEM 1
ELECTION OF DIRECTORS

A board of six directors is to be elected at the Annual Meeting to serve
until the 2002 annual meeting of shareholders and until their successors are
elected and qualified. The names of, and certain information with respect to,
the nominees for election as directors are set forth below.

If, for any reason, any of the nominees shall become unable to stand for
election, the individuals named in the enclosed proxy may exercise their
discretion to vote for any substitutes chosen by the Board of Directors, unless
the Board of Directors should decide to reduce the number of directors to be
elected at the Annual Meeting. The Company has no reason to believe that any
nominee will be unable to serve as a director.

The Board of Directors recommends a vote `FOR" the election of each of the
following nominees:

Nominees:

DIRECTOR
NAME AND (AGE) SINCE POSITION WITH THE COMPANY

Walter M. Fiederowicz..............................1984 Director
(54 years)

Joseph A. Fiorita, Jr..............................1987 Director
(56 years)

James L. Mac Donald................................2000 President, Director
(54 years)

Constantine S. Macricostas.........................1974 Chief Executive Officer,
(65 years) Chairman of the Board

Willem D. Maris....................................2000 Director
(61 years)

Michael J. Yomazzo.................................1977 Vice Chairman of
(58 years) the Board

In addition to the information set forth in the table above, the following
provides certain information about each director and nominee for election,
including his principal occupation for at

least the past five years.

Walter M. Fiederowicz has been a private investor and consultant since
August 1997. From April 1997 until August 1997, he served as the President and
Chief Executive Officer of WorldCorp., Inc., the holding company of World
Airways, Inc., a provider of long-range passenger and cargo air transportation
services to major airlines, and of InteliData Technologies Corporation, a
provider of caller identification based telecommunications devices, smart
telephones and on-line electronics information services. Mr. Fiederowicz served
as Chairman of Colonial Data Technologies Corp., a distributor of
telecommunications equipment which subsequently merged into InteliData
Technologies Corporation, from August 1994 to March 1996. He also currently
serves as Chairman of the Board of Meacock Capital, PLC, an investment vehicle
for the Lloyd's insurance market and serves as a director of First Albany
Companies, Inc., the parent of a broker-dealer. Mr. Fiederowicz is a member of
the Audit, Compensation and Executive Committees.

Joseph A. Fiorita is a partner in Fiorita, Kornhaas and Van Houten, P.C.,
an independent certified public accounting firm located in Danbury, Connecticut.
Mr. Fiorita is Chairman of the Audit Committee and a member of the Compensation
Committee.

Constantine S. Macricostas is the Chief Executive Officer and Chairman of
the Company. From August 1997 to June 2000 he was the Chairman of the Board of
the Company, and also served as Chief Executive Officer of the Company from 1974
until August 1997. Mr. Macricostas also serves as a director of Nutmeg Federal
Savings and Loan Association, and the DII Group, Inc., a provider of integrated
electronic manufacturing products and services. Mr. Macricostas is Chairman of
the Executive Committee.

Willem D. Maris was President and Chief Executive Officer of ASM
Lithography Holding N.V. from June 1990 until his retirement in January 2000.
Headquartered in the Netherlands, ASML develops, manufactures, markets and
services advanced lithography projection systems for the fabrication of
integrated circuits. He is a director of MEMC Electronic Materials, Inc., FSI
International, Inc. and Chairman of the Supervisory Board of BE Semiconductor
Industries N.V. Mr. Maris is a member of the Audit and Strategic Alliance &
Planning Committees.

James L. Mac Donald is the President of the Company, a position he has
held since July 17, 2000. Previously, he was Chairman, Chief Executive Officer
and President of Align-Rite International, Inc., a company which merged with the
Company in June 2000.

Michael J. Yomazzo retired as an employee of the Company on January 31,
2001. Prior to that date he was the Vice Chairman of the Company since January
1, 1999. He served as Chief Executive Officer of the Company from August 1997
until December 31, 1998 and as President from January 1994 until December 31,
1998. From November 1990 until January 1994, he served as Executive Vice
President and from July 1989 until November 1990, he served as Senior Vice
President-Finance and Planning. Mr. Yomazzo is a director of Summit Bank
Connecticut and ATMI, Inc. Mr. Yomazzo is a member of the Executive and
Strategic Alliance & Planning Committees.

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors met ten (10) times during the 2000 fiscal year.
During fiscal 2000, each director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
such director served.

The Company's Board of Directors has Audit, Executive, Compensation and
Strategic Alliance & Planning Committees.

The Audit Committee's functions include recommending to the Board of
Directors the engagement of the Company's independent certified public
accountants, reviewing with such accountants the plan for and results of their
auditing engagement and the independence of such accountants. All members of
this Committee are non-employee directors. The full text of the Audit
Committee's Charter is set forth in Appendix A. The Audit Committee held four
(4) meetings during the 2000 fiscal year.

The Compensation Committee's functions include establishing compensation,
policies and programs for the executive officers of the Company and
administration of the Company's stock plans. The Compensation Committee held
four (4) meetings during the 2000 fiscal year.

The Executive Committee, with certain exceptions, may exercise all of the
authority of the Board between regular meetings of the entire Board. The
Executive Committee did not meet formally during this past fiscal year.

The Strategic Alliance & Planning Committee reviews and provides
recommendations to the entire Board on various matters relating to strategic
alliances and long-range planning for the Company's business. This Committee met
once during the 2000 fiscal year.

The Company does not have a nominating committee.

AUDIT COMMITTEE REPORT

The Audit Committee is composed of three directors, each of whom is
independent as defined by the listing standards of the NASD. The Board has
adopted a written Audit Committee Charter, a copy of which is attached as
Appendix A.

For the fiscal year ended October 31, 2000, the Audit Committee has
reviewed and discussed the audited financial statements with management, has
discussed with the independent auditors the matters required to be discussed by
SAS 61 (Codification of Statements on Auditing Standards, AU380) and has
received the written disclosures and a letter from the independent accountants
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). The Audit Committee has discussed with the
independent accountants the independence of the independent accountants. Based
on the foregoing meetings, reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements for
fiscal 2000 be included in the Company's Annual Report on Form-10K for filing
with the Securities and Exchange Commission.

This report is submitted by:

Joseph Fiorita, Jr. Walter Fiederowicz Willem Maris
Chairman

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation
paid or accrued by the Company for services rendered for each of the three
fiscal years during the period ended October 31, 2000 to each of the individuals
who served (i) as the Chief Executive Officer, during the 2000 fiscal year, and
(ii) the four other most highly compensated executive officers of the Company
whose total salary and bonus exceeded $100,000 (such executives are collectively
referred to as the "Named Executives").

SUMMARY COMPENSATION TABLE

=======================================================================================
Annual Long - Term
Compensation Compensation All
---------------------------------- Other
Stock Compensation
Name/Principal Position Year Salary Bonus Options ($)
($) ($) (#) (1)
- ---------------------------------------------------------------------------------------

Constantine S. Macricostas 2000 167,500 123,500 5,000 80,870
Chairman, Chief Executive 1999 181,836 0 0 78,200
Officer (2) 1998 295,000 5,673 5,000 79,992
- ---------------------------------------------------------------------------------------
Michael J. Yomazzo 2000 167,500 40,000 5,000 60,583
Vice Chairman 1999 189,529 0 0 57,841
1998 325,000 31,250 165,000 60,042
- ---------------------------------------------------------------------------------------
James L. Mac Donald 2000 258,365 30,000 50,000 43,695
President (3)
- ---------------------------------------------------------------------------------------
Robert J. Bollo 2000 175,027 75,000 75,000 5,695
Senior Vice President, 1999 150,939 0 7,500 3,019
and Chief Financial Officer 1998 150,480 22,896 0 3,010
- ---------------------------------------------------------------------------------------
James R. Northup 2000 247,207 0 12,500 19,582
Former President (4) 1999 253,470 0 0 25,729
=======================================================================================

(1) Represents primarily (i) premiums paid on life insurance policies owned by
each of the Named Executives, as to which the Company shall be entitled to
be repaid unless the respective individual satisfies certain length of
service requirements; and (ii) matching contributions made by the Company
pursuant to the Company's 401(k) Savings and Profit Sharing Plan. The
amount of premiums paid in the 2000 fiscal year were as follows: Mr.
Macricostas $75,120; Mr. Yomazzo $55,120; Mr. Mac Donald $40,295; Mr.
Bollo $120 and Mr. Northup $14,119. The matching 401(k) contributions made
during fiscal year 2000 were as follow: Mr. Macricostas, $3,400; Mr.
Yomazzo, $3,400; Mr. Mac Donald, $3,400; Mr. Bollo, $3,400 and Mr.
Northup, $3,400.
(2) Mr. Macricostas was elected the Company's Chief Executive Officer in July
2000.
(3) Mr. Mac Donald was elected President of the Company in July 2000. Mr. Mac
Donald was the President, Chief Executive Officer and Chairman of
Align-Rite International, Inc., prior to the merger of that company with
the Company in June 2000.
(4) Mr. Northup resigned as the President of the Company in July 2000. The
compensation for fiscal year 2000 includes severance payments made during
that fiscal year.

STOCK OPTIONS

The Company maintains stock option plans which allow for the grant of
stock options and restricted stock awards to directors and executive officers of
the Company as well as other employees of the Company. The Company's stock
option plans do not provide for the issuance of stock appreciation rights
("SAR'S"). The following table sets forth certain information with respect to
(i) options granted to the Named Executives during the 2000 fiscal year, and
(ii) the value of such options at assumed annual rates of stock price
appreciation.

OPTION GRANTS IN LAST FISCAL YEAR

===========================================================================================

Potential
Individual Grants Realizable Value at
Assumed Annual
Rates of Stock
Price Appreciation
for Option
Term (3)
- -------------------------------------------------------------------------------------------
Name Number of % of Total Exercise or Expiration 5% / 10%
Securities Options Base Price Date $
Underlying Granted To ($/Share)
Options Employees (2)
Granted (1) in Fiscal
Year
- -------------------------------------------------------------------------------------------

Constantine 5,000 0.6 22.125 5/3/10 69,575/176,325
Macricostas
- -------------------------------------------------------------------------------------------

Michael J. 5,000 0.6 22.125 5/3/10 69,575 / 176,325
Yomazzo
- -------------------------------------------------------------------------------------------

James L. 50,000 5.9 26.250 6/7/10 825,500 / 2,092,000
Mac Donald
- -------------------------------------------------------------------------------------------

Robert J. 75,000 8.8 23.625 7/27/10 1,114,125 / 2,824,125
Bollo
- -------------------------------------------------------------------------------------------

James R. 12,500 1.5 28.50 N/A N/A
Northup (4)
===========================================================================================

(1) The option vests over four years in four equal annual installments. The
Board of Directors may accelerate the vesting of the option if the Company
merges or consolidates with another company, sells substantially all of
its assets, or a "Change in Control" involving the Company occurs.
(2) All options were granted at the fair market value.
(3) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, in accordance with the Securities and Exchange
Commission's rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the common stock, overall market
conditions and the option holders' continued employment through the
vesting period. The amounts reflected in this table may not necessarily be
achieved.
(4) Mr. Northup resigned as the President of the Company in July 2000.
Accordingly, these options were cancelled in fiscal 2000.

The following table sets forth certain information with respect to options
exercised during the 2000 fiscal year by the Named Executives and the value of
options held by the Named Executives on October 31, 2000.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

- -----------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying In-the-Money
Shares Unexercised Options at Options at Fiscal
Acquired Fiscal Year End Year End ($) (2)
on Value ---------------------- --------------------
Name Exercise Realized Exerciseable/ Exerciseable/
(#) ($) (1) Unexerciseable Unexerciseable
- -----------------------------------------------------------------------------------------------

Constantine
Macricostas -0- -0- 102,500 / 7,500 607,208 / 25,907

Michael J.
Yomazzo 109,200 3,884,401 161,100 / 22,500 487,642 / 25,907

James L.
Mac Donald -0- -0- 205,186 / 50,000 2,891,459 / N/A

Robert J.
Bollo -0- -0- 66,875 / 80,625 530,688 / 1,057

James R.
Northup 95,500 1,229,886 N/A - N/A N/A - N/A

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

(1) Represents the difference between the closing price of the common stock on
the date of exercise and the exercise price, multiplied by the number of
shares acquired on exercise.

(2) Based upon the fair market value share price of $18.313 at fiscal year
end, less the share price to be paid upon exercise.

CERTAIN AGREEMENTS

Mr. Yomazzo retired as an employee of the Company on January 31, 2001. In
accordance with his consulting agreement, Mr. Yomazzo has agreed to make himself
available to provide consulting services to the Company of up to ten hours per
month for a period of three (3) years from his date of retirement, at an annual
retainer of $125,000. Mr. Yomazzo is eligible to receive medical benefits, on
the same terms as active employees of the Company. In addition, the Company has
agreed to continue to pay premiums for four years on an insurance policy owned
by Mr. Yomazzo and the Company has waived its rights to receive a refund of
premiums previously paid by the Company under that policy. Mr. Yomazzo has also
agreed that during the term of the consulting agreement he will not be employed
by or otherwise engage in any activity that competes with the Company's
business.

Mr. Mac Donald's employment agreement provides, among other things, that
he is entitled to a base annual salary of $300,000 and receive certain employee
benefits, including those described in the Summary Compensation Table. In the
event that the Company terminates his employment other than for "Cause" (as
defined in the agreement), he will be entitled to receive a payment equal to
approximately two times his annual base salary and prior year's bonus to be paid
over a period of two (2) years. During such period, he will not engage in any
competitive activity with the Company. This agreement expires in March 2002. The
agreement also provides that he will not disclose Company confidential
information during or after the term of the agreement. Mr. Mac Donald has agreed
that he will not terminate his agreement for a period of 12 months after the
closing of the Align-Rite merger based upon a "change of control".

Mr. Bollo's three year employment agreement provides that he is entitled
to a base salary of $225,000, a guaranteed bonus of $65,000 for fiscal 2001, and
other benefits comparable to those received by the other Named Executives.
Subject to the approval of the Company's Compensation Committee, he is also
entitled to receive in fiscal 2001 a stock option award for 25,000 shares of the
Company's common stock. If he is terminated by the Company, other than for
"Cause", he shall be entitled to a payment equal to Mr. Bollo's current base
salary and to be paid out over a period of twelve months. Mr. Bollo has agreed
not to engage in any activity that competes with the Company's business during
the term of the agreement and for one year thereafter.

The employment agreements of Messrs. Bollo and Mac Donald also provide for
severance payments in the event of their involuntary termination of employment
following a "change of control" of the Company.

Mr. Macricostas' employment agreement provides that if he is terminated
under certain conditions, he will be entitled to continued salary and benefits
for one year. In addition, the agreement provides for him to serve as a
consultant to the Company upon his retirement for a period of three (3) years
for a consulting fee of $175,000 per year.

In accordance with his employment agreement, Mr. Northup continues to
receive monthly payments and Company-sponsored benefits through July 17, 2002
equal to his monthly base salary and benefits prior to leaving the employ of the
Company.

DIRECTORS' COMPENSATION

Directors who are not employees of the Company receive a fee of $2,500 for
each director's meeting attended and are granted a restricted stock award of
3,000 shares per year. The restrictions on these awards lapse quarterly over the
one-year service period. From time to time, non-employee directors may also be
granted stock options. The Chairman of the Audit Committee receives a monthly
fee of $3,000.

COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

The Compensation Committee of the Board of Directors (the "Committee") was
established in 1992 and is responsible for the establishment of executive
compensation and administration of the Company's stock plans.

The Committee's philosophy is that executive compensation must be
competitive with other comparable employers to insure that qualified employees
can be attracted and retained and that the Company's compensation practices
should provide incentives and rewards for achieving or exceeding goals and for
creating a return to the Company's shareholders. The Committee uses three
components to achieve these goals: base salary, bonuses and stock-based awards.

The Committee evaluates and establishes base salary levels in light of
economic conditions and comparisons to other similarly situated companies.
Bonuses, if any, are dependent upon an evaluation of the Company's performance
and achievement of its financial and other goals during the relevant period, and
the achievement of specific objectives of each executive officer. Stock options
awards, which the Committee believes provide a strong link between executive
compensation and shareholder return, are used to provide long-term incentives
based on shareholder return.

In establishing compensation levels for the executive officers of the
Company, including the Named Executives, the Committee considers compensation at
companies in the electronics industries with similar levels of sales and
capital. The companies considered were not necessarily the same as those
included in the performance chart below due to the difference in the size of the
companies considered. The Committee adjusts executive compensation in connection
with this review. Generally, the Committee believes that its expectation of
performance of the Company and its executive officers should allow executive
compensation to fall within the median to 75th percentile of compensation of
this comparison group. The Committee believes that its three-part approach
provides reasonable compensation to the executives which is aligned with the
Company's needs and results and balances both short and long-term goals.

Section 162(m) of the Internal Revenue Code limits the Company's ability
to deduct certain compensation (in excess of $1,000,000 per year per person)
paid to the Named Executives unless certain formal requirements are satisfied.
The Committee believes, however, that its ability to subjectively evaluate
executive officer performance is an important part of its function and its
ability to provide incentives. Additionally, compensation paid to the Named
Executives has historically not exceeded

deductibility limits under Section 162(m). Accordingly, the Committee has not
required that all compensation programs comply with Section 162(m), although the
Committee considers compliance in establishing individual compensation
components.

2000 EXECUTIVE COMPENSATION

The Committee considered the factors discussed above in determining
executive compensation for the 2000 fiscal year.

In July 2000, The Board of Directors realigned its senior management and
dissolved the Office of the Chief Executive that had been in existence since
January 1999. Mr. Macricostas, the Company's Chairman of the Board, was elected
to the position of Chief Executive Officer, a position that had been vacant
since December 1998. From 1974 to August 1997, Mr. Macricostas had been the
Company's Chief Executive Officer.

Upon his election to the position of Chief Executive Officer, Mr.
Macricostas annual base salary continued through fiscal year 2000 at the same
level of annual compensation that he was earning prior to assuming his new
position and responsibilities. Mr. Macricostas was awarded a bonus of $33,500 as
a result of the Company's fiscal year 2000 financial performance and a special
bonus of $90,000 for his efforts in completing two strategic acquisitions, the
Align-Rite merger in June 2000 and the acquisition in July 2000 of Precision
Semiconductor Mask Corporation.

Respectfully submitted,

Walter M. Fiederowicz, Chairman
Joseph A. Fiorita, Jr.

PERFORMANCE GRAPH

The following graph compares the yearly percentage change at October 31(*)
of the indicated year in the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return on (i) securities traded
on the NASDAQ market, and (ii) publicly-traded securities of companies which
have indicated that their business falls within Standard Industrial
Classification (SIC) Code 367 (Electronic Components and Accessories) (the "Peer
Index"). The graph assumes that $100 was invested on October 31, 1995 in the
Company's Common Stock, in NASDAQ market index and in the Peer Index, and that
all dividends were reinvested. Although the Company believes this graph reflects
favorably on the Company, it does not believe that the comparison is necessarily
useful in determining the quality of the Company's performance or in
establishing executive compensation.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PHOTRONICS, INC., NASDAQ OVER-THE-COUNTER SECURITIES
AND PUBLICLY-TRADED COMPANIES WITH SIC CODE 367
-------------------------------------------------------------------------

[OBJECT OMITTED]

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OCT-95 OCT-96 OCT-97 OCT-98 OCT-99 OCT-00
-------------------------------------------------------------------------

PHOTRONICS $100 $92 $145 $148 $142 $153
INC.
-------------------------------------------------------------------------

NASDAQ STOCK $100 $118 $155 $174 $294 $331
MKT INDEX
-------------------------------------------------------------------------

SIC CODE 367 $100 $115 $160 $165 $338 $491
-------------------------------------------------------------------------

THE SIC CODE 367 PEER INDEX CONSISTS OF ALL PUBLICLY TRADED US COMPANIES
WITH SIC CODE 3671-3679.

*Commencing in fiscal 1997, the Company's formal fiscal year end is
determined in accordance with a 52-week fiscal year. However, for
consistency in reporting periods, a nominal year end of October 31st has
been used in the presentation.

CERTAIN TRANSACTIONS

The Company leased a building at one of its manufacturing facilities and a
contiguous parcel of land from entities controlled by Constantine S.
Macricostas, the Chief Executive Officer, and Chairman of the Board of the
Company. The rent paid to these entities for the fiscal year ended October 31,
2000 was approximately $107,000.

Financing for construction of such leased building and the acquisition of
certain equipment was provided through the sale of industrial development bonds
issued by the Connecticut Development Authority (the "CDA"). As lessee, the
Company was obligated to serve as guarantor of certain of the bonds issued by
the CDA. As of October 31, 2000 there was outstanding a total of approximately
$299,000 in principal amount of industrial development bonds for which the
Company is a guarantor.

The Company believes that the terms of the transactions described above
with affiliated persons were negotiated at arm's-length and were no less
favorable to the Company than the Company could have obtained from
non-affiliated parties.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has appointed Deloitte & Touche LLP to serve as the
independent certified public accountants for the Company for its 2001 fiscal
year. Deloitte & Touche LLP has served as the Company's independent certified
public accountants since July 1991. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement, if they desire to do so, and will be available to respond to
appropriate questions.

AUDIT FEES

The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended October 31, 2000 and for
the reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-Q for that fiscal year were $249,250.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Deloitte did not provide any professional services to the Company for
information technology services relating to financial information systems design
and implementation for the fiscal year ended October 31, 2000.

ALL OTHER FEES

The aggregate fees billed by Deloitte for services rendered to the
Company, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees", for the fiscal
year ended October 31, 2000 were $697,740.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors knows of no
matters which will be presented for consideration at the Annual Meeting other
than the proposals set forth in this proxy statement. If any other matters
properly come before the Annual Meeting, the persons named in the proxy will act
in respect thereof in accordance with their best judgment.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities to
file an initial report of beneficial ownership on Form 3 and changes in
beneficial ownership on Form 4 or 5 with the Securities and Exchange Commission
(the "SEC"). Executive officers, directors and greater than ten percent
shareholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from certain reporting
persons, the Company believes that during the last fiscal year, all filing
requirements applicable to its officers, directors and ten percent shareholders
were satisfied.

SHAREHOLDER PROPOSALS

Shareholder proposals intended for inclusion in the Company's proxy
statement for the 2002 Annual Meeting of Shareholders must be received by the
Company no later than October 26, 2001 and must meet certain requirements of
applicable laws and regulations in order to be considered for possible inclusion
in the proxy statement for that meeting. In addition, for shareholder proposals
to be presented at the 2002 annual meeting of shareholders without inclusion in
the Company's proxy statement for that year, notice of such proposal must be
received by the Company no later than January 9, 2002 to prevent the Company
from being able to exercise its discretionary voting authority with respect to
that proposal (subject to the rights of the Company and the proponent contained
in the federal proxy rules). Proposals may be mailed to Photronics, Inc. to the
attention of James A. Eder, Secretary, 1061 East Indiantown Road, Jupiter,
Florida 33477.

SOLICITATION OF PROXIES AND COSTS THEREOF

This proxy solicitation is being made by the Board of Directors of the
Company and the cost of such solicitation of proxies will be borne by the
Company. In addition to solicitation of the proxies by use of the mails,
employees of the Company, without extra remuneration, may solicit proxies
personally or by telephone or cable. The Company will reimburse brokerage firms,
nominees, custodians and fiduciaries for their out-of-pocket expenses for
forwarding proxy materials to beneficial owners and seeking instruction with
respect thereto.

By order of the Board
of Directors

James A. Eder
Secretary
February 22, 2001

[LOGO PHOTRONICS]

APPENDIX A

AUDIT COMMITTEE CHARTER

ORGANIZATION

This charter governs the operations of the audit committee of the board of
directors of Photronics, Inc. (the "Company"). The committee shall review and
reassess the charter at least annually and obtain the approval of the board of
directors to modify or amend the charter; otherwise, the charter shall continue
in effect from year to year. The committee shall be appointed by the Board of
Directors and shall comprise at least three directors, each of whom is
independent of management and the Company. Members of the committee shall be
considered independent if they satisfy the audit committee independent director
requirements of the NASDAQ's listing standards (the "Listing Standards"). All
committee members shall be financially literate, or shall become financially
literate within a reasonable period of time after appointment to the committee,
and at least one member shall have accounting or related financial management
expertise, as required by the Listing Standards.

STATEMENT OF POLICY

The audit committee shall provide assistance to the Board of Directors in
fulfilling its oversight responsibility to the shareholders of the Company
relating to the Company's financial statements and the financial reporting
process, the systems of internal accounting and financial controls, the annual
independent audit of the company's financial statements, and the legal
compliance and ethics programs as established by management and the board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, and management of the
Company. In discharging its oversight role, the committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities, and personnel of the Company and the power to retain
outside counsel, or other experts for this purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of the
committee's activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The committee's policies and procedures
should remain flexible in order to best react to changing conditions and
circumstances. The committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting and ethical standards.

The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement them as
appropriate.

o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of
the Company's shareholders. The committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, recommend
to the board that the board replace the independent auditors. The
committee shall discuss with the auditors their independence from
management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. Annually, the
committee shall review and recommend to the board the selection of the
Company's independent auditors.

o The committee shall discuss with the independent auditors the overall
scope and plans for their respective audits including the adequacy of
staffing and compensation. Also, the committee shall discuss with
management and the independent auditors, the adequacy and effectiveness of
the accounting and financial controls, including the Company's system to
monitor and manage business risk, and legal and ethical compliance
programs. Further, the committee shall meet separately with the
independent auditors, with and without management present, to discuss the
results of the auditors' examinations.

o The committee shall review the interim unaudited financial statements with
management and the independent auditors prior to the filing with the
Securities and Exchange Commission of the Company's Quarterly Report on
Form 10-Q. Also, the committee shall discuss the results of the quarterly
review and any other matters required to be communicated to the committee
by the independent auditors under generally accepted auditing standards.
The chair of the committee may represent the entire committee for the
purposes of this review.

o The committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K (or the annual report to shareholders if distributed prior to
the filing of Form 10-K), including their judgement about the quality, not
just acceptability, of accounting principles, the reasonableness of
significant judgements, and the clarity of the disclosures in the
financial statements. Also, the committee shall discuss the results of the
annual audit and any others matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards.

PROXY

PHOTRONICS, INC.

2001 ANNUAL MEETING OF SHAREHOLDERS

MARCH 21, 2001
---------------------------------------------------

The undersigned hereby appoints Robert J. Bollo, James A. Eder and Constantine
S. Macricostas, or any one or more of them acting in the absence of the others,
with full power of substitution, as proxies of the undersigned, and hereby
authorizes each or any of them to vote, as designated below, all shares of
common stock of Photronics, Inc., which the undersigned is entitled to vote if
personally present at the 2001 Annual Meeting of Shareholders of Photronics,
Inc. to be held at 10:00 a.m. on March 21, 2001 in the Whitney Room at The
Inter-Continental Hotel, 111 East 48th St., New York, NY, and at any
adjournments or postponements thereof.

1) To elect the following six (6) persons as directors:

Walter M. Fiederowicz Constantine S. Macricostas
Joseph A. Fiorita, Jr. Willem D. Maris
Michael J. Yomazzo James L. Mac Donald

+ FOR all nominees listed above (except as marked to the contrary below).
- - WITHHOLD AUTHORITY to vote for all nominees listed above.

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
PRINT THAT NOMINEE'S NAME BELOW:

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2) In their discretion, such other business as may properly come before the
meeting or any adjournments or postponements thereof.

(PLEASE DATE AND SIGN PROXY CARD ON OTHER SIDE)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED (OR NOT VOTED) ON ITEMS 1 AND
2 AS DIRECTED BY THE SHAREHOLDER, BUT IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR EACH ITEM. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
ITEMS.

PLEASE SIGN AS NAME(S) APPEAR HEREON. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.

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Signature(s)

Dated:____________________ , 2001

Please mark, sign, date and return this proxy card using the enclosed envelope.