Form 4 PHOTRONICS INC For: Jul 16 Filed by: MACRICOSTAS CONSTANTINE S (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MACRICOSTAS CONSTANTINE S

(Last)

(First)

(Middle)

15 SECOR ROAD

(Street)

BROOKFIELD

06804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PHOTRONICS INC [PLAB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/16/2009	07/16/2009	S		300	D	$ 5.05	2,217,200	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		300	D	$ 5.06	2,216,900	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		200	D	$ 5.065	2,216,700	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		2,100	D	$ 5.07	2,214,600	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		200	D	$ 5.075	2,214,400	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		5,620	D	$ 5.08	2,208,780	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		200	D	$ 5.0825	2,208,580	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		200	D	$ 5.085	2,208,380	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		5,000	D	$ 5.09	2,203,380	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		200	D	$ 5.0925	2,203,180	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		500	D	$ 5.095	2,202,680	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		1,320	D	$ 5.1	2,201,360	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		100	D	$ 5.105	2,201,260	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		3,190	D	$ 5.11	2,198,070	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		5,060	D	$ 5.12	2,193,010	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		400	D	$ 5.1225	2,192,610	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		400	D	$ 5.125	2,192,210	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		4,500	D	$ 5.13	2,187,710	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		1,000	D	$ 5.135	2,186,710	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		3,510	D	$ 5.14	2,183,200	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		400	D	$ 5.1425	2,182,800	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		900	D	$ 5.145	2,181,900	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		2,740	D	$ 5.15	2,179,160	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		200	D	$ 5.1525	2,178,960	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		1,700	D	$ 5.155	2,177,260	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		4,560	D	$ 5.16	2,172,700	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock	07/16/2009	07/16/2009	S		500	D	$ 5.1625	2,172,200	I	Owned By Limited Partnership ⁽¹⁾ ⁽²⁾
Common Stock								153,746	D
Common Stock								50,618	I	Owned By Corporation ⁽³⁾
Common Stock								34,000	I	Owned By Wife ⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 15, 2009.

2. Represents all of the shares held by a limited partnership of which Mr. Macricostas owns limited partnership interests. Mr. Macricostas disclaims beneficial ownership of those shares not represented by his limited partnership interests.

3. Represents all of the shares held by a corporation of which Mr. Macricostas owns a signficant interest. Mr. Macricostas disclaims beneficial ownership of those shares not represented by his ownership interest. This corporation serves as the general partner of the limited partnership referred to above.

4. Mr. Macricostas disclaims beneficial ownership of these shares.

	/s/ Richelle E. Burr, attorney-in-fact for Constantine S. Macricostas	07/20/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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