Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
MACRICOSTAS CONSTANTINE S
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
(Last)
(First)
(Middle)

15 SECOR ROAD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/30/2011
(Street)


BROOKFIELD, CT 06804
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 08/26/2011   G 1,000 D $ 6.62 1,096,400 I Owned By Limited Partnership (1)
Common Stock 08/26/2011   G 1,000 D $ 6.62 1,095,400 I Owned By Limited Partnership (1)
Common Stock 08/26/2011   G 1,000 D $ 6.62 1,094,400 I Owned By Limited Partnership (1)
Common Stock 10/14/2011   J 24,802 (3) D $ 0 25,816 I Owned By Corporation (2)
Common Stock 10/14/2011   J 24,802 (5) A $ 0 392,906 D  
Common Stock 10/14/2011   J 10,124 (3) D $ 0 15,692 I Owned By Corporation (2)
Common Stock 10/14/2011   J 10,124 (3) D $ 0 5,568 I Owned By Corporation (2)
Common Stock 10/14/2011   J 1,094,400 (6) D $ 0 0 I Owned By Limited Partnership (1)
Common Stock 10/14/2011   J 1,094,400 (7) A $ 0 1,487,306 D  
Common Stock 10/14/2011   J 5,568 (3) D $ 0 0 I Owned By Corporation (2)
Common Stock 10/14/2011   J 5,568 (5) A $ 0 34,568 I Owned By Wife (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MACRICOSTAS CONSTANTINE S
15 SECOR ROAD
BROOKFIELD, CT 06804
  X     CEO & President  

Signatures

/s/ Richelle E. Burr, attorney-in-fact for Constantine S. Macricostas 12/07/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) The shares represent the distribution of the assets to the shareholders of Macricostas Management, Inc. upon its dissolution.
(4) Mr. Macricostas disclaims beneficial ownership of these shares.
(5) The shares represent the reporting person's distribution of the assets of Macricostas Management, Inc. received upon its dissolution.
(6) The shares represent the reporting person's distribution of the assets of Macricostas Partners L.P. upon its dissolution.
(7) The shares represent the distribution of the assets received by the reporting person as the general partner of Macricostas Partners L.P. upon its dissolution.

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