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

_______________________

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934

Date of report (Date of earliest event reported)     May 15, 2007

                        PHOTRONICS, INC.                       
(Exact name of registrant as specified in its charter)

Registrant's Telephone Number, including area code     (203) 775-9000

_______________________________________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

Item 2.02.			Results of Operations and Financial Condition
			On May 15, 2007, the Company issued a press release reporting fiscal second quarter 2007 sales and earnings results for the period ended April 29, 2007. A copy of the press release is attached to this 8-K.
Item 9.01.			Financial Statements and Exhibits
(d)	Exhibits
			Exhibits 99.2, 99.3 and 99.4 are filed with this Report. Exhibits 99.1 and 99.5 are furnished with this report.
	99.1		Press Release dated May 15, 2007.
	99.2		Condensed Consolidated Statements of Income
	99.3		Condensed Consolidated Balance Sheets
	99.4		Condensed Consolidated Statements of Cash Flows
	99.5		Slides #1, #2, and #3 provided for conference call.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHOTRONICS, INC.
(Registrant)

DATE:		May 16, 2007		BY:	/s/Edwin L. Lewis
					Edwin L. Lewis
					Senior Vice President, General Counsel and Secretary

---

PHOTRONICS, INC.

EXHIBIT INDEX

Exhibit No.		Subject Matter
99.1		Press Release dated May 15, 2007.
99.2		Condensed Consolidated Statements of Income
99.3		Condensed Consolidated Balance Sheets
99.4		Condensed Consolidated Statements of Cash Flows
99.5		Slides #1, #2, and #3 provided for conference call.

---