Deutsche Bank AG
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany



Jeffrey A. Ruiz
Vice President
Telephone: (212) 250-3667


                                                    January 20, 2005


Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC  20549
Attn:  Filing Desk


Dear Sir or Madame:

         Re:  Filing of Schedule 13G - Photronics Incorporated


Pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, attached is one
copy of Schedule 13G with respect to the common stock of the above referenced
corporation.

Please acknowledge your receipt of the Schedule 13G by return e-mail
confirmation.

                                   Sincerely,



                                   Jeffrey A. Ruiz





Enclosures









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

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                (Amendment No. 2)

                             Photronics Incorporated
                     ---------------------------------------
                                 NAME OF ISSUER:


                        Common Stock (Par Value $ 0.001)
                     ---------------------------------------
                          TITLE OF CLASS OF SECURITIES


                                   719405102
                     ---------------------------------------
                                  CUSIP NUMBER


                               December 31, 2004
                     ---------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                                  [x] Rule 13d-1(b)

                                  [ ] Rule 13d-1(c)

                                  [ ] Rule 13d-1(d)









1.  NAME OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

         Deutsche Bank AG*

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

         (A) [ ]     (B) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

         Federal Republic of Germany


NUMBER OF         5.       SOLE VOTING POWER
SHARES                     890,111
BENEFICIALLY      6.       SHARED VOTING POWER
OWNED BY                   0
EACH              7.       SOLE DISPOSITIVE POWER
REPORTING                  890,111
PERSON WITH       8.       SHARED DISPOSITIVE POWER
                           0

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         890,111

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
    SHARES [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         2.71%

12. TYPE OF REPORTING PERSON

         HC, CO, BK

   * In accordance with Securities Exchange Act Release No. 39538 (January 12,
   1998), this filing reflects the securities beneficially owned by the
   Corporate and Investment Banking business group and the Corporate Investments
   business group (collectively, "CIB") of Deutsche Bank AG and its subsidiaries
   and affiliates (collectively, "DBAG"). This filing does not reflect
   securities, if any, beneficially owned by any other business group of DBAG.
   Consistent with Rule 13d-4 under the Securities Exchange Act of 1934 ("Act"),
   this filing shall not be construed as an admission that CIB is, for purposes
   of Section 13(d) under the Act, the beneficial owner of any securities
   covered by the filing. Furthermore, CIB disclaims beneficial ownership of the
   securities beneficially owned by (i) any client accounts with respect to
   which CIB or its employees have voting or investment discretion, or both, and
   (ii) certain investment entities, of which CIB is the general partner,
   managing general partner, or other manager, to the extent interests in such
   entities are held by persons other than CIB.



Item 1(a).  Name of Issuer:

            Photronics Incorporated  ("Issuer")

Item 1(b).  Address of Issuer's Principal Executive Offices:

            15 Secor Road, Brookfield, CT 06804

Item 2(a).  Name of Person Filing:

            This statement is filed on behalf of Deutsche Bank AG
            ("Reporting Person").

Item 2(b).  Address of Principal Business Office or, if none, Residence:

                 Taunusanlage 12
                 D-60325 Frankfurt am Main
                 Federal Republic of Germany

Item 2(c).  Citizenship:

            The citizenship of the Reporting Person is set forth on the
            cover page.

Item 2(d).  Title of Class of Securities:

            The title of the securities is common stock, $0.001 par value
            ("Common Stock").

Item 2(e).  CUSIP Number:

            The CUSIP number of the Common Stock is set forth on the cover
            page.

Item 3.     If this statement is filed pursuant to Rules 13d-1(b), or 
            13d-2(b) or (c), check whether the person filing is a:

            (a)  [ ]  Broker or dealer registered under section 15 of the Act;

            (b)  [ ]  Bank as defined in section 3(a)(6) of the Act;

            (c)  [ ]  Insurance Company as defined in section 3(a)(19)
                      of the Act;

            (d)  [ ]  Investment Company registered under section 8
                      of the Investment Company Act of 1940;

            (e)  [ ]  An investment adviser in accordance with Rule
                      13d-1(b)(1)(ii)(E);

            (f)  [ ]  An employee benefit plan, or endowment fund in
                      accordance with Rule 13d-1 (b)(1)(ii)(F);

            (g)  [ ]  Parent holding company or control person in
                      accordance with Rule 13d-1 (b)(1)(ii)(G);

            (h)  [ ]  A savings association as defined in section
                      3(b) of the Federal Deposit Insurance Act;

            (i)  [ ]  A church plan that is excluded from the
                      definition of an investment company under section
                      3(c)(14) of the Investment Company Act of 1940;

            (j)  [ ]  Group, in accordance with Rule 13d-1
                      (b)(1)(ii)(J).


Item 4.     Ownership.

            (a) Amount beneficially owned:

            The Reporting Person owns the amount of the Common Stock as
            set forth on the cover page.

            (b) Percent of class:

            The Reporting Person owns the percentage of the Common Stock
            as set forth on the cover page.

            (c) Number of shares as to which such person has:

                (i)   sole power to vote or to direct the vote:

                The Reporting Person has the sole power to vote or
                direct the vote of the Common Stock as set forth on
                the cover page.

                (ii)  shared power to vote or to direct the vote:

                The Reporting Person has the shared power to vote or
                direct the vote of the Common Stock as set forth on
                the cover page.

                (iii) sole power to dispose or to direct the
                disposition of:

                The Reporting Person has the sole power to dispose or
                direct the disposition of the Common Stock as set
                forth on the cover page.

                (iv) shared power to dispose or to direct the
                disposition of:

                The Reporting Person has the shared power to dispose
                or direct the disposition of the Common Stock as set
                forth on the cover page.



Item 5.     Ownership of Five Percent or Less of a Class.

                 If this statement is being filed to report the fact
            that as of the date hereof the reporting person has ceased to
            be the beneficial owner of more than five percent of the class
            of securities, check the following [X].

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

            Not applicable.

Item 7.     Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on by the Parent Holding Company.

            Not Applicable

Item 8.     Identification and Classification of Members of the Group.

            Not applicable.

Item 9.     Notice of Dissolution of Group.

            Not applicable.

Item 10.    Certification.

                  By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.








                             SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


         Dated:  January 20, 2005






                             Deutsche Bank AG

                             By: /s/ Jeffrey A. Ruiz 
                             Name: Jeffrey A. Ruiz
                             Title: Vice President

                             By: /s/ Pasquale Antolino
                             Name: Pasquale Antolino
                             Title:  Associate