PHOTRONICS, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(in thousands, except per share amounts)

			Three Months Ended					Six Months Ended
			May 2,   2004		May 4, 2003			May 2, 2004		May 4, 2003
Net sales			$	97,167	$	85,548		$	187,656	$	166,942
Costs and expenses:
	Cost of sales			64,133		62,808			125,984		126,564
	Selling, general and administrative			13,297		14,612			26,831		28,985
	Research and development			7,493		7,531			14,934		15,153
	Consolidation, restructuring and related charges			-		42,000	(a)		-		42,000	(a)
	Operating income (loss)			12,244		(41,403)	(a)		19,907		(45,760)	(a)
Other expense, net				(2,671)		(3,298)			(5,384)		(6,328)
	Income (loss) before income    taxes and minority interest			9,573		(44,701)	(a)		14,523		(52,088)	(a)
Income tax provision (benefit)				1,231		(1,874)	(a)		2,524		(2,371)	(a)
	Income (loss) before minority interest			8,342		(42,827)	(a)		11,999		(49,717)	(a)
Minority interest				(2,357)		(1,243)			(3,872)		(2,840)
	Net income (loss)		$	5,985	$	(44,070)	(a)	$	8,127	$	(52,557)	(a)
Earnings (loss) per share:
		Basic	$	0.18	$	(1.37)	(a)	$	0.25	$	(1.64)	(a)
		Diluted	$	0.17	$	(1.37)	(a)	$	0.24	$	(1.64)	(a)
Weighted average number of      common shares outstanding:
		Basic		32,526		32,053			32,510		32,045
		Diluted		42,661		32,053			42,445		32,045

(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 Company's closing its manufacturing facility in Phoenix, Arizona and consolidation of the Company's North American operating infrastructure.

PHOTRONICS, INC.AND SUBSIDIARIESConsolidated Condensed Balance Sheets
(in thousands)

				May 2, 2004		November 2, 2003
			Assets
Current assets:
		Cash, cash equivalents and short-term
		investments of $108,445 in 2004 and $17,036 in 2003		$	241,971	$	231,813
		Accounts receivable			63,774		59,579
		Inventories			12,411		14,329
		Other current assets			37,408		34,161
			Total current assets		355,564		339,882
Property, plant and equipment, net					383,194		387,977
Intangible assets, net					118,352		118,892
Other assets					15,729		18,789
				$	872,839	$	865,540
Liabilities and Shareholders' Equity
Current liabilities:
		Current portion of long-term debt		$	3,467	$	5,505
		Accounts payable			36,648		43,997
		Other accrued liabilities			29,590		31,871
			Total current liabilities		69,705		81,373
Long-term debt					365,434		368,307
Deferred income taxes and other liabilities					56,101		54,723
Minority interest					57,625		52,808
	Shareholders' equity				323,974		308,329
				$	872,839	$	865,540

PHOTRONICS, INC.AND SUBSIDIARIESConsolidated Condensed Statements of Cash Flows(in thousands)

			Six Months Ended
				May 2, 2004		May 4, 2003
Cash flows from operating activities:
	Net income (loss)		$		8,127	$	(52,557)
	Adjustments to reconcile net income (loss) to net cash  provided by operating activities:
		Depreciation and amortization			42,445		43,576
		Consolidation, restructuring and related charges			-		42,000
		Changes in assets and liabilities and other			(9,367)		(14,928)
Net cash provided by operating activities					41,205		18,091
Cash flows from investing activities:
		Deposits on and purchases of property, plant and  equipment			(30,953)		(17,638)
		Purchase of short-term investments, net			(91,409)		(143)
		Other			608		(795)
Net cash used in investing activities					(121,754)		(18,576)
Cash flows from financing activities:
		Repayment of long-term debt, net			(4,843)		(17,267)
		Proceeds from issuance of common stock			1,225		335
		Proceeds from issuance of convertible debt, net			-		145,170
Net cash provided by (used in) financing activities					(3,618)		128,238
Effect of exchange rate changes on cash flows					2,916		1,575
Net increase (decrease) in cash and cash equivalents					(81,251)		129,328
Cash and cash equivalents, beginning of period					214,777		113,944
Cash and cash equivalents, end of period			$		133,526	$	243,272