PHOTRONICS, INC.AND SUBSIDIARIES

Consolidated Condensed Balance Sheets
(in thousands)

				May 4,		November 3,
				2003		2002
			Assets
Current assets:
		Cash, cash equivalents and short-term
		investments of $15,791 in 2003 and $15,148 in 2002		$	259,063	$	129,092
		Accounts receivable			61,630		62,545
		Inventories			17,285		19,948
		Other current assets			38,140		37,475
			Total current assets		376,118		249,060
Property, plant and equipment, net					389,464		443,860
Intangible assets, net					119,132		121,217
Other assets					21,202		18,305
				$	905,916	$	832,442
Liabilities and Shareholders’ Equity
Current liabilities:
		Current portion of long-term debt		$	8,081	$	10,649
		Accounts payable			40,719		57,401
		Other accrued liabilities			38,583		38,982
			Total current liabilities		87,383		107,032
Long-term debt					433,791		296,785
Deferred income taxes and other liabilities					43,724		44,539
Minority interest					48,877		44,971
	Shareholders’ equity				292,141		339,115
				$	905,916	$	832,442

PHOTRONICS, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Operations

(in thousands, except per share amounts)

			Three Months Ended					Six Months Ended
			May 4, 2003			April 30, 2002		May 4, 2003			April 30, 2002
Net sales			$	85,548		$	103,057	$	166,942		$	198,743
Costs and expenses:
	Cost of sales			62,808			71,319		126,564			139,073
	Selling, general and administrative			14,612			14,656		28,985			28,501
	Research and development			7,531			7,451		15,153			14,584
	Consolidation, restructuring and related charges			42,000	(a)		-		42,000	(a)		-
	Operating income (loss)			(41,403)	(a)		9,631		(45,760)	(a)		16,585
Other expenses, net				(3,298)	(a)		(4,122)		(6,328)	(a)		(7,191)
	Income (loss) before income    taxes and minority interest			(44,701)	(a)		5,509		(52,088)	(a)		9,394
Income tax provision (benefit)				(1,874)	(a)		800		(2,371)	(a)		1,300
	Income (loss) before minority interest			(42,827)	(a)		4,709		(49,717)	(a)		8,094
Minority interest				(1,243)	(a)		(2,190)		(2,840)	(a)		(3,828)
	Net income (loss)		$	(44,070)	(a)	$	2,519	$	(52,557)	(a)	$	4,266
Earnings (loss) per share:
		Basic	$	(1.37)	(a)	$	0.08	$	(1.64)	(a)	$	0.14
		Diluted	$	(1.37)	(a)	$	0.08	$	(1.64)	(a)	$	0.14
Weighted average number of      common shares outstanding:
		Basic		32,053			30,833		32,045			30,573
		Diluted		32,053			31,909		32,045			31,556

    (a) Includes consolidation charges incurred in the second quarter of 2003 of $42.0 million ($39.9 million after tax or $1.24 per diluted share) in connection with the consolidation of the company’s North American operating infrastructure.

PHOTRONICS, INC.AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

(in thousands)

			Six Months Ended
				May 4, 2003		April 30, 2002
Cash flows from operating activities:
	Net income (loss)		$		(52,557)	$	4,266
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			43,576		39,918
		Consolidation, restructuring and related charges			42,000		-
		Changes in assets and liabilities and other			(14,928)		19
Net cash provided by operating activities					18,091		44,203
Cash flows from investing activities:
		Deposits on and purchases of property, plant and equipment			(17,638)		(68,702)
		Other			(938)		139
Net cash used in investing activities					(18,576)		(68,563)
Cash flows from financing activities:
		Repayment of long-term debt, net			(17,267)		(62,884)
		Proceeds from issuance of common stock			335		1,075
		Issuance of convertible debt, net			145,170		193,431
Net cash provided by financing activities					128,238		131,622
Effect of exchange rate changes on cash flows					1,571		7
Net Increase  in cash and cash equivalents					129,324		107,269
Cash and cash equivalents, beginning of period					113,948		34,684
Cash and cash equivalents, end of period			$		243,272	$	141,953