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                                                                    Exhibit 99.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Photronics, Inc. (the "Company") Quarterly Report on Form
10-Q for the period ending July 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Sean T. Smith, Vice
President, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (3)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (4)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.


Date:    September 12, 2002                    By:   /S/ SEAN T. SMITH
                                                     -----------------
                                                     Vice President,
                                                     Chief Financial Officer