Mail Stop 0306

October 27, 2004

VIA U.S. MAIL and FACSIMILE (512) 310-6544


Mr. Satish Rishi
Chief Financial Officer
Dupont Photomasks, Inc.
131 Old Settlers Blvd.
Round Rock, Texas 78664

	RE:	Dupont Photomasks, Inc.
		Form 10-K for the fiscal year ended June 30, 2004
		Filed September 9, 2004
		File No. 000-20839

Dear Mr. Rishi:

We have reviewed your filings and have the following comments.  We
have limited our review to only your financial statements and related
disclosures and will make no further review of your documents. Where
indicated, we think you should revise your future filings in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.


Form 10-K for the fiscal year ended June 30, 2004

Note 5.  Transactions with Consolidated Variable Interest Entities -
Page F-10

1. We see that you consolidated a variable interest entity upon
adopting FIN 46R on March 31, 2004.  Supplementally tell us how you
initially measured the assets and liabilities of BAC upon adoption.
How did you account for the difference, if any, between the net
amount added to the balance sheet of the consolidating enterprise and
the amount of any previously recognized interest in BAC?  Refer to
the transition provisions of FIN 46R.
2. We note that three joint ventures are not consolidated since you
determined you were not the primary beneficiary.  Tell us
supplementally your analysis of FIN 46R regarding these joint
ventures and briefly describe the facts and circumstances that caused
you to reach this conclusion.  Tell us how is it that you do not
absorb a majority of the entity`s expected losses.

Note 16. Impairment of Long-Lived Assets - Page F-19

3. We note that you recorded an impairment charge for long-lived
assets during fiscal years 2003 and 2004.   Please supplementally
provide the following: (i) describe the facts and circumstances
leading to the impairment; (ii) discuss the method and significant
assumptions used to determine the fair value under SFAS 144 and (iii)
discuss the timing of the charge. What specific events occurred that
caused the impairment and when did those events occur?

Note 20.  Commitments and Contingencies - Page F-24

4. We note your disclosure that in March 2004, you issued 180,697
shares of common stock to Infineon pursuant to the equipment purchase
and supply agreement.  Supplementally tell us how you valued the
shares issued and how you accounted for the payment.  Tell us how you
are accounting for the $53.5 million payments to Infineon over a
seven-year period for the acquisition of assets.  Explain your basis
for your accounting treatment.

*    *    *    *

As appropriate, please respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
furnish a cover letter with your response that keys your responses to
our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Kristin Brooks Lochhead, Staff Accountant, at (202)
942-8972 or Angela Crane, Reviewing Accountant, at (202) 942-1931 if
you have any questions.  In this regard, do not hesitate to contact
Martin James, the Senior Assistant Chief Accountant, at (202) 942-
1984.
							Sincerely,



							Angela Crane
							Reviewing Accountant

Mr. Rishi
Dupont Photomasks, Inc.
October 27, 2004
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