Exhibit 10.27

                          Exhibit 10.27

                                            September 21, 1998

Toppan Printing Co., Ltd.
0, Xxxxx Xxxxx-xxx
Xxxxxxx-xx, Xxxxx 000-0000
Xxxxx

Gentlemen:

      This will confirm our agreement regarding the purchase by
Photronics, Inc. ("Photronics") of 1,000,000 shares of common stock
("Common Stock") of Photronics from Toppan Printing Co., Ltd.
("Toppan").

      We have agreed that Photronics will purchase, and Toppan will
sell, 1,000,000 shares of Common Stock currently owned by Toppan as
follows:

a)    On or before September 25, 1998, Photronics will purchase   
      500,000 shares at a price of $13.50 per share.
b)    On or before December 25, 1998, Photronics will purchase    
      250,000 shares at a price of $13.70 per share; and
c)    On or before March 25, 1999, Photronics will purchase 250,000 
      shares at a price of $13.90 per share.

     All of the shares to be sold to Photronics by Toppan shall be
delivered  against payment free and clear of all liens, claims and
encumbrances.

     We have also agreed that provided Photronics does not default
in its purchase obligations set forth above, until March 25, 1999,
Toppan shall not sell, transfer, pledge or otherwise dispose of any
shares of Common Stock other than the sales to Photronics.

     If the foregoing accurately sets forth our agreement, please
so indicate by signing in the space provided below.

                                            Very truly yours,

                                            XXXXXXX X. XXXXXX
                                            Xxxxxxx X. Xxxxxx
                                            Senior Vice President
                                            General Counsel

Agreed to Accepted by:

TOPPAN PRINTING CO., LTD.

By:      X. XXXXXX
Name:    Xxxxxxx Xxxxxx
Title:   Director, Finance & Accounting Division
Date:    September 22, 1998