FORM 4 /__ / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, ~~2001~~2005 Estimated average burden hours per response. . . .. 0.5

Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s) to Issuer (Check all applicable)

1. Name and Address of Reporting Person* Davis, H. Ted.

2. Issuer Name and Tickler or Trading Symbol BMC Industries, Inc. BMM

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director ___ 10% Owner _ Officer (give title below) ___Other (specify below) __________________________________

Davis,

Ted

BMC Industries, Inc. BMM

X Director

10% Owner

(Last) (First) (Middle) 1822 Mount Curve

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Year August 2002

(Last)

(First)

(Middle)

I.R.S. Identification Number of Reporting Person (voluntary)

Statement for Month/Year

Officer (give title below)

Other (specify below)

(Street) Minneapolis, MN 55403

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Filing(Check Applicable Line) _X_Form filed by One Reporting Person ___Form filed by More than One Reporting Person

1822 Mt. Curve

November 2001

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

(Street)

If Amendment, Date of Original (Month/Year)

Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Minneapolis

55403

One Reporting Person

Code

Amount

(A) or (D)

Price

(City)

(State)

(Zip)

Common Stock

8/22/02

917

$1.07

17,120.713

USA

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security (Instr. 3)

Transaction Date

Transaction Code (Instr. 8)

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned at End of Month

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

(Month/ Day/ Year)

(Instr. 3 and 4)

1.Title of Derivative Security (Instr.3)

2.Conver-sion or Exercise Price of Deriv- ative Security

3.Transaction Date (Month/Day/Year)

4.Transaction Code (Instr. 8)

5.Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6.Date Exerciseable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8.Price of Derivative Security (Instr. 5)

9.Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10.Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

11.Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

~~Code~~Amount or Number of Shares

~~Amount~~

~~(A) or (D)~~

~~Price~~

Common Stock

11/8/01

378,788

$2.64

9,997.7133

Stock Option (Right to Buy)

26,000

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
Explanation of Responses: *Acquired under the Company's Employee Stock Purchase Plan
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)
		/s/H. Ted Davis **Signature of Reporting Person	8/23/02 Date
Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

FORM 4 (Continued) Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security (Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date (Month/Day/Year)

Transaction Code (Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

Code

(A)

(D)

Date Exercisable

Expiration Date

Stock Option (Right to Buy)

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	10.	Ownership Form of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Title	Amount or Number of Shares
						22,000		D

Explanation of Responses: *Acquired under the Company's Employee Stock Purchase Plan.

	/s/ H. Ted Davis	12/07/01
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	**Signature of Reporting Person	Date
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
		Page 2 SEC 1474 (7-97)

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