SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 Schedule 13D/A


          Under the Securities Exchange Act of 1934 (Amendment No. 5)


                            DUPONT PHOTOMASKS, INC.

          Common Stock, par value $0.01 (Title of Class of Securities)

                                  26613X 10 1
                                 (CUSIP Number)

                             Peter C. Mester, Esq.
                      E.I. du Pont de Nemours and Company
                                1007 Market St.
                              Wilmington, DE 19898
                                 (302) 774-6445
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                October 5, 2004
                      (Date of Event which Requires Filing
                               of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP    NUMBER: 26613X 10 1                                  PAGE 2 OF 11 PAGES



--------------------------------------------------------------------------------
1)   Names of Reporting Persons; I.R.S. Identification Nos. (entities only)

             E.I. du Pont de Nemours and Company; 51-0014090
--------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)          

     (b)
--------------------------------------------------------------------------------
3)   SEC Use Only
--------------------------------------------------------------------------------
4)   Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e)
--------------------------------------------------------------------------------
6)       Citizenship or Place of Organization                           Delaware
--------------------------------------------------------------------------------
   Number of                        7)      Sole Voting Power          3,629,272
    Shares                 -----------------------------------------------------
 Beneficially
   Owned by                         8)      Shared Voting Power
Each Reporting             -----------------------------------------------------
 Person With
                                    9)      Sole Dispositive Power     3,629,272
                           -----------------------------------------------------
                                    10)     Shared Dispositive Power
                           -----------------------------------------------------
11)      Aggregate Amount Beneficially
         Owned by Each Reporting Person                                3,629,272
         -----------------------------------------------------------------------
12)      Check if the Aggregate Amount in Row (11)
         Excludes Certain Shares (See Instructions)
--------------------------------------------------------------------------------
13)      Percent of Class Represented by Amount in Row (11)               19.64%
--------------------------------------------------------------------------------
14)      Type of Reporting Persons (See Instructions)                         CO
--------------------------------------------------------------------------------



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CUSIP    NUMBER: 26613X 10 1                                  PAGE 3 OF 11 PAGES



--------------------------------------------------------------------------------
1)   Names of Reporting Persons; I.R.S. Identification Nos. (entities only)

           DuPont Chemical and Energy Corporation; 51-0313062
--------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)          

     (b)
--------------------------------------------------------------------------------
3)   SEC Use Only
--------------------------------------------------------------------------------
4)   Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e)
--------------------------------------------------------------------------------
6)       Citizenship or Place of Organization                           Delaware
--------------------------------------------------------------------------------
   Number of              7)       Sole Voting Power                   3,629,272
    Shares        --------------------------------------------------------------
 Beneficially
   Owned by               8)       Shared Voting Power
Each Reporting    --------------------------------------------------------------
 Person With
                          9)       Sole Dispositive Power              3,629,272
                  --------------------------------------------------------------
                          10)      Shared Dispositive Power
                  --------------------------------------------------------------
11)      Aggregate Amount Beneficially
         Owned by Each Reporting Person                                3,629,272
--------------------------------------------------------------------------------
12)      Check if the Aggregate Amount in Row (11)
         Excludes Certain Shares (See Instructions)
--------------------------------------------------------------------------------
13)      Percent of Class Represented by Amount in Row (11)               19.64%
--------------------------------------------------------------------------------
14)      Type of Reporting Persons (See Instructions)                         CO
--------------------------------------------------------------------------------




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CUSIP    NUMBER: 26613X 10 1                                  PAGE 4 OF 11 PAGES




         This Amendment No. 5 to Schedule 13D is filed pursuant to Rule 13d-1 of
the Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") by E. I. du Pont de Nemours and Company, a Delaware
corporation ("DuPont") and by Du Pont Chemical and Energy Operations, Inc., a
Delaware corporation and wholly owned subsidiary of DuPont ("DCEO"), with
respect to the common stock of DuPont Photomasks, Inc., a Delaware corporation
("DPI" or the "Issuer"):


ITEM 1.       SECURITY AND ISSUER.

              This Schedule 13D relates to the Common Stock, par value $0.01 per
share ("Common Stock"), of DPI. The principal executive offices of DPI are
located at 131 Old Settlers Boulevard, Round Rock, Texas 78664.

ITEM 2.       IDENTITY AND BACKGROUND.

              This Schedule 13D is filed by DuPont and by DCEO. The principal
executive offices of both corporations are located at 1007 Market Street,
Wilmington, Delaware 19898.

              DuPont was founded in 1802 and was incorporated in Delaware in
1915. DuPont is a world leader in science and technology in a range of
disciplines including high-performance materials, specialty chemicals,
pharmaceuticals and biotechnology. DuPont operates globally through some 20
strategic business units. Within the strategic business units, approximately 80
businesses manufacture and sell a wide range of products to many different
markets, including the transportation, textile, construction, automotive,
agricultural and hybrid seeds, nutrition and health, pharmaceuticals, packaging
and electronics markets.

              DuPont's strategic business units have been aggregated into nine
reportable segments Agriculture & Nutrition, Nylon Enterprise, Performance
Coatings & Polymers, Pharmaceuticals, Pigments & Chemicals, Pioneer Hi-Bred
International, Inc., Polyester Enterprise, Specialty Fibers and Specialty
Polymers.


              DCEO was incorporated in Delaware in 1988 and is limited by its
certificate of incorporation to the making, maintenance and management of its
intangible investments and the collection and distribution of the income from
such investments. DCEO is a wholly owned subsidiary of DuPont.

              Information concerning the directors and executive officers of
DuPont and DCEO is contained in Schedule A attached hereto.

              During the last five years, none of DuPont or DCEO nor, to the
best knowledge of DuPont and DCEO, any director or executive officer of DuPont
or DCEO has been (i) convicted in a criminal



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CUSIP    NUMBER: 26613X 10 1                                  PAGE 5 OF 11 PAGES



proceeding or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding has been or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

ITEM 3.       SOURCE AND AMOUNT OF FUNDS OTHER CONSIDERATION.

              Not applicable.

ITEM 4.       PURPOSE OF TRANSACTION.


              On October 5, 2004, the Issuer announced that it had entered into
an agreement pursuant to which Toppan Printing Co., Ltd. ("Toppan") will acquire
all of the outstanding shares of the Issuer for $27.00 in cash per share. DuPont
has agreed to vote its shares of the Issuer in favor of the transaction and will
sell all of its shares of the Issuer if the transaction is consummated. The
transaction is subject to shareholder and regulatory approvals and other
conditions and is expected to close in early 2005. In the event that the
transaction is not consummated, DuPont intends to continue to reduce its
ownership interest over time, subject to prevailing market and other conditions.
On April 30, 2001, DuPont sold an aggregate of 2,000,000 shares of the Issuer's
Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended.
Prior thereto, during November 2000, DuPont sold an aggregate of 375,000 shares
of the Issuer's Common Stock pursuant to sales under Rule 144 under the
Securities Act of 1933, as amended. Prior thereto, on July 24, 2000, DuPont sold
an aggregate of 1,777,778 shares of the Issuer's Common Stock pursuant to an
underwritten public offering registered pursuant to the Securities Act of 1933,
as amended. During May 2000, DuPont sold an aggregate of 55,000 shares of the
Issuer's Common Stock pursuant to sales under Rule 144 under the Securities Act
of 1933, as amended, for the purpose of allowing DuPont to obtain a tax benefit
associated with a loss from an earlier sale of the Issuer's interest in DuPont
Korea Ltd. to DuPont, which tax benefit would have expired on June 30, 2000.
During March 1999, DuPont sold an aggregate of 2,100,000 shares of the Issuer's
common stock pursuant to a registered underwritten public offering. During
September 1999, DuPont sold an aggregate of 498,950 shares of the Issuer's
common stock pursuant to sales under Rule 144.



              (a) DuPont has advised the Issuer that it expects to reduce its
ownership interest in the Issuer over time, subject to prevailing market and
other conditions. Consistent with this advice, DuPont made the sales described
above and entered into the Stockholders Voting Agreement with Toppan described
above. In the event that the Toppan transaction is not consummated, DuPont
expects to continue to dispose of its holdings from time to time as conditions
warrant.


              (b-j) Not applicable.

ITEM 5.       INTEREST IN SECURITIES OF THE ISSUER.


              (a) and (b) As of October 15, 2004, DuPont directly owns 3,629,272
shares of Common Stock of the Issuer. Such shares constitute approximately
19.64% percent of the total number of shares of Common Stock outstanding, based
upon 18,482,544 shares outstanding as of August 27, 2004, as reported in the
Issuer's Form 10-K for the fiscal year ended June 30, 2004. No director or
executive officer of DuPont or DCEO beneficially owns any shares of Common Stock
of the Issuer.



              (c) Not applicable. 


              (d) No person other than DCEO and DuPont has the right to receive
or the power to direct receipt of dividends from, or the proceeds from the sale
of, the Common Stock of the Issuer.

              (e) Not applicable.



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CUSIP    NUMBER: 26613X 10 1                                  PAGE 6 OF 11 PAGES



ITEM 6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
              RESPECT TO SECURITIES OF THE ISSUER.


              On October 5, 2004, DuPont and DCEO entered into a Stockholders
Voting Agreement with the Issuer and Toppan pursuant to which DuPont agreed to
vote all of its shares of the Issuer in favor of the proposed transaction
between the Issuer and Toppan. That agreement is subject to shareholder and
regulatory approvals and other conditions. Also on October 5, 2004, DuPont, the
Issuer and Toppan entered into a Transition Agreement relating to the Corporate
Name and Trademark Agreement between DuPont and the Issuer entered into May
7,1998, as amended.


              DCEO has entered into a Registration Rights Agreement dated
December 31, 1995 (the "Registration Rights Agreement") with the Issuer under
which it and its assignees will be entitled to certain rights with respect to
the registration under the Securities Act of shares of Common Stock they hold.
Subject to certain limitations (including a minimum registration of over
1,000,000 shares), each of DCEO and its assignees has the right to require the
Issuer to register the sale of all or part of the shares it holds under the
Securities Act (a "demand registration"). DCEO and its assignees, in the
aggregate, initially were entitled to request up to five demand registrations,
four of which remain available, and each is also entitled to include the shares
of Common Stock it holds in a registered offering of securities by the Issuer
for its own account, subject to certain conditions and restrictions. The Issuer
will pay all expenses associated with a registration of shares of Common Stock
by DCEO and its assignees pursuant to the Registration Rights Agreement, other
than underwriting discounts and commissions, their out-of-pocket expenses or
underwriters' counsel fees and disbursements, if any, relating to such shares.
In addition, the Registration Rights Agreement contains certain indemnification
provisions (i) by the Issuer for the benefit of DCEO and its assignees as well
as any potential underwriter and (ii) by DCEO and its assignees for the benefit
of the Issuer and related persons. DCEO and its assignees may transfer their
registration rights under the Registration Rights Agreement without the prior
approval of the Issuer. The Registration Rights Agreement also provides that
while DCEO owns 50% or more of the Issuer's Common Stock, the Issuer may not
grant registration rights to any other person without DCEO's prior consent.
              DuPont is the guarantor of $100,000,000 principal amount of the
Issuer's convertible subordinated notes due 2004, which notes were issued
pursuant to a registered public offering which was consummated on July 24,
2000.
              Except for the foregoing agreements, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer.

ITEM 7.       MATERIAL TO BE FILED AS EXHIBITS.


              The following agreements are filed as exhibits to this Schedule
13D.


              A. Agreement dated May 1, 2001, between DuPont and DCEO pursuant
to which both agree that this Schedule is filed on behalf of both of them.


              B. Stockholders Voting Agreement dated October 5, 2004.



              C. Transition Agreement dated October 5, 2004.




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CUSIP    NUMBER: 26613X 10 1                                  PAGE 7 OF 11 PAGES



                                    SIGNATURE


              After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.


                                     E.I. DU PONT DE NEMOURS AND COMPANY



                                     By:     /s/ JOHN P. JESSUP
                                             John P. Jessup
                                             Vice President and Treasurer



                                     DUPONT CHEMICAL AND ENERGY
                                     OPERATIONS, INC.



                                     By:     /s/ A. LLOYD ADAMS
                                             A. Lloyd Adams
                                             Vice President and 
                                             Assistant Treasurer




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CUSIP    NUMBER: 26613X 10 1                                  PAGE 8 OF 11 PAGES



                                   SCHEDULE A

         1. Set forth below are the name and present principal occupation or
employment with E. I. du Pont de Nemours and Company of each director and
executive officer. The address of each of the persons listed is c/o DuPont at
1007 Market Street, Wilmington, Delaware 19898. With the exception of Messrs.
Belda, Lindahl and Naitoh, who are citizens of Brazil, Sweden and Japan,
respectively, each person listed below is a citizen of the United States of
America.

         DIRECTORS:


         Alain J. P. Belda            President and Chief Executive Officer,
                                      Alcoa Inc.

         Richard Brown                Director

         Curtis J. Crawford           President and Chief Executive Officer
                                      ZiLOG, Inc.
     
         John Dillon                  Director
          
         Louisa C. Duemling           Director

         Charles O. Holliday, Jr.     Chairman and Chief Executive Officer

         Deborah C. Hopkins           Chief Financial Officer and Executive
                                      Vice President, Lucent Technologies

         Louis D. Juliber             Chief Operating Officer,
                                      Colgate-Palmolive Company

         Masahisa Naitoh              Executive Vice President,
                                      ITOCHU Corporation

         William K. Reilly            President and Chief Executive Officer,
                                      Aqua International Partners, L.P.

         H. Rodney Sharp, III         Director

         Charles M. Vest              President,
                                      Massachusetts Institute of Technology





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CUSIP    NUMBER: 26613X 10 1                                  PAGE 9 OF 11 PAGES



         EXECUTIVE OFFICERS:


         C. O. Holliday, Jr.
         R. R. Goodmanson
         T. M. Connelly
         S. J. Mobley
         G. M. Pfeiffer
         W. Donald Johnson
         James C. Borel
         John C. Hodgson




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CUSIP    NUMBER: 26613X 10 1                                 PAGE 10 OF 11 PAGES



                2. Set forth below are the name and principal occupation or
employment with DuPont Chemical and Energy Operations, Inc. of each director and
executive officer. The address of each of the persons listed is c/o DuPont at
1007 Market Street, Wilmington, Delaware 19898. Each person listed below is a
citizen of the United States.

         NAME AND ADDRESS               POSITION


         Karen K. Meneely               President and Director



         Andrew R. Girardi              Vice President, Treasurer and Director



         A. Lloyd Adams                 Vice President, Assistant Treasurer
                                        and Director

         Loriann Lea                    Secretary



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