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

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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) __________________________________
(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
(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
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	Code	V		Amount	(A) or (D)	Price			6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
Common Stock	8/22/02	A*	V		917	A	$1.07	17,120.713	D

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

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

Amount or Number of Shares

Stock Option (Right to Buy)

26,000

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

DAVIS H TED 4