PHOTRONICS INC — Director's Dealing 2010

Aug 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2010-08-05

Reporting Person: SMITH SEAN T (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-05	Common Stock	J	4405	$3.41	Acquired	62556	Direct

Footnotes

F1: Includes 4,405 shares of Photronics, Inc. Common Stock purchased in August, 2010 under the Company's employee stock purchase plan.

F2: The purchase price of the shares of Common Stock pursuant to the Stock Purchase Plan is 85% of the fair market value (the "Closing Price") of the Common Stock of the Company on the ending date of the applicable purchase period, as defined in the Plan's (2009 Eighteenth Offering) documents.