Date:    05/24/2000  10:27 AM
Subject: File No. S7-31-99
Jonathan G. Katz
Secretary, Securities and Exchange Commission
450 5th Street, N.W., Washington, D.C
May 23, 2000
Dear Mr. Katz:
I urge the adoption of the Regulation FD.  I provide you with a concrete
example below why the Regulation is necessary to protect the investing public.
Last Friday, I lost $10,000 in buying Photronics (plab) for one reason: The
company gave a handful of analysts and institutional investors "revised
guidance" (which was not made public) that a pending merger would adversly
affect 2000 and 2001 earnings. The institutional sellers knew these facts,
the investing public did not.
The scenario:
May 17, after the close. : PLAB releases it earnings. Nothing about dilutive
effect of MASK merger.
May 18, 8:30 AM           PLAB hold conference call for analysts--positive
tone. Nothing about dilutive effect of MASK merger. I listened to the
conference call over the internet.
May 18  PM                  Analysts including WIT Soundview issue positive
notes on PLAB. Soundview notes indicate that
                                    MASK merger will be accretive. Soundview
(4:38 PM) indicates it will raise 2001 estimates by
                                     15 cents to $1.90 per share for 2001.
May 19th A.M.               Plab begins to fall. Nothing negative on the
stock. The stock is a screaming buy. I have been
                                     waiting for a chance to get into PLAB. I
make the largest stock purchase in almost two years.
                                     What I don't know is sellers have
information not available to me or the public regarding the
                                     dilutive effect of pending merger.
May 19th 2:30 PM         Soundview  indicates it has guidance from PLAB and
cuts its 2001 estimate to $1.50, instead of
                                     raising it,  as it had said less than 24
hours earlier.  There has been no knew news. Sound
                                     View now believes the MASK merger will
be dilutive.
May 22                         Needam drops its 2001 estimate, also citing
"guidance." I call PLAB investor relations.
May 23                         Mike McCarthy of PLAB calls me back. I
question about guidance to Sound View and that there
                                    was nothing said in analysts conference
call suggesting MASK dilutive effect. McCarthy tells me
                                   that the he had called selected analysts
and "investors" (after the conference call) and informed
                                   them of negative effect of MASK merger.
This was remarkable because Sound View spun on a dime within hours:
      1) instead of raising estimates, they cut estimates;
      2) Rather than the merger being immediately accretive, it would be
dilutive.
On May 18 at 4:38, Sound View notes to First Call read:
"We reiterate our strong buy rating on the shares and our $60 price target. Our
estimates remain under review, as we migrate in the assumptions of Align-Rite
(schedule to report on Monday).  We anticipate that our earnings could be
positively affected with revenue up as well.  Early indications would be for
about $85M of revenue for the July quarter and $15M additive to the October
quarter.  We believe we could increase our fiscal 2001 estimate by about
$0.15, as we are above the Street currently.  In all likelihood this will
prove
to be low.
With no new facts (at least to the public), The asme analyst wrote the next
say:
"We are lowering our estimates for Photronics, in accordance with guidance and
our views on how the merger will impact the shares.  For the third quarter
(July), we are going to $0.22 from $0.29 including Align-Rite.  For F01 our new
estimate is $1.50 from $1.75."
As you point out, this is not the result of analysis. Rather, it is the
company playing favorites. Allowing Sound View and its institutional clients
to be selling to the public (knowing secret information) is unconscionable.
Gary Aguirre