UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

(Mark one)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File No.: 1-8467

BMC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-0169210
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Meridian Crossings, Suite 850, Minneapolis, MN	55423
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code: (952) 851-6000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock	Over-The-Counter Bulletin Board

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10‑K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes __ No X

The aggregate market value of the registrant's common stock (its only voting stock) held by non-affiliates of the registrant, based on the closing sale price for the registrant's common stock as reported on the New York Stock Exchange on June 28, 2002, the registrant's most recently completed second quarter, was approximately $24.8 million. As of March 21, 2003, there were 27,079,385 shares of common stock of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this report on Form 10-K incorporates by reference information, to the extent specific sections are referred to herein, from the registrant's proxy statement for its annual meeting of stockholders to be held on May 13, 2003, which proxy statement will be filed no later than 120 days after the close of the registrant's fiscal year ended December 31, 2002.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related footnotes included elsewhere in this report.

Summary

BMC Industries, Inc. has two business segments; Buckbee-Mears, comprised of Mask Operations and Non-Mask Operations, and Optical Products (operating under the Vision-Ease Lens trade name). Buckbee-Mears is a leading manufacturer of high-volume precision products for the entertainment, high-tech, medical and filtration industries. Optical Products is a leading designer, manufacturer and distributor of polycarbonate, glass and plastic eyewear lenses.

Net revenues of $248.1 million for 2002 represent a decrease of 18% from the $302.3 million in 2001. The decline in revenue during 2002 was attributable to decreases in both divisions. Buckbee-Mears group sales decreased 19% in 2002 due principally to the Company's decision to exit the monitor mask business and the sale of the Company's non-mask sheet etching business. Optical Products revenues decreased 16% due principally to manufacturing difficulties experienced early in the year and greater than expected service disruption from the transfer of production from Azusa to the manufacturing facilities in Ramsey and Jakarta. These manufacturing issues hampered the Company's ability to fully meet customer demand and consequently negatively impacted sales. The Company also exited some low margin business, which further reduced revenues.

Net loss and diluted loss per share for 2002 was $61.9 million and $2.30, respectively, compared to net loss and diluted loss per share of $22.6 million and $0.83, respectively, for 2001.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and adjustments, including those related to merchandise returns, bad debts, inventories, intangible assets, income taxes, restructuring costs, retirement benefits, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Management has discussed the development and selection of these critical accounting policies with the audit committee of the board of directors.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The allowance for doubtful accounts was $2.1 million and $2.4 million at December 31, 2002 and 2001, respectively.

Inventory

The Company reduces the stated value of its inventory for estimated obsolescence or impairment in an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, selling prices and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional reductions in stated value may be required. Significant unanticipated changes in demand or technological development could have a significant impact on the future value of inventory and reported operating results.

Goodwill and Intangible Impairment

In assessing the recoverability of the Company's goodwill and other intangible assets the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. During the first quarter 2002, the Company completed its transitional impairment test using a discounted cash flow model required by SFAS No. 142 and determined that the goodwill in its Optical Products segment was impaired. As such, the Company recorded as a cumulative effect of change in accounting principle a write-off of its goodwill balance in the amount of $52,704 on which the Company recognized no tax benefit. Additional discussion is included in note 3 of the consolidated financial statements.

Income Taxes

In determining the carrying value of the Company's net deferred tax assets, the Company must assess the likelihood of sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions to realize the benefit of these assets. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company's consolidated statement of operations. Management evaluates the realizability of the deferred tax assets annual and assesses the need for additional valuation allowances or reduction of existing allowances annual.

Retirement Benefits

Employee pension costs and obligations are dependent on assumptions used by actuaries in calculating estimated future benefits to be paid. These assumptions may include discount rates, long-term return on plan assets, mortality rates and other factors. Actual results that may differ from the assumptions used are accumulated and amortized over future periods and, therefore can affect our recognized expense and recorded obligation in those future periods. While management believes the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect pension costs and obligations. Additional discussion on employee benefit plans is included in note 10 of the consolidated financial statements.

Contingent Liabilities

Reserves are established for estimated loss contingencies when it is determined that a loss is probable and the amount of the loss can be reasonably estimated. Reserves for contingent liabilities are based upon management's assumptions and estimates, as well as advice of legal counsel or other third parties regarding the probable outcome of the matter. If circumstances change, different facts or information become known or the actual outcome differs from the assumptions, revision to the estimated reserves would be recorded and reflected in the statement of operations in the period in which these changes occur.

Restructuring Initiatives

Beginning in the fourth quarter 2001 and continuing into 2002, the Company executed significant restructuring initiatives in both the Buckbee-Mears and Optical Products business groups.

The Buckbee-Mears group's Mask Operations exited the computer monitor segment of the aperture mask business and a portion of Non-mask Operations was sold to a third party. The remaining non-mask operations in St. Paul, Minnesota were consolidated into its other facilities in Cortland, New York and Mullheim, Germany. These actions have resulted in staffing reductions at all of the group's manufacturing sites with the ceasing of operations at the St. Paul facility in January 2003. The Company is currently undergoing decommissioning and site restoration at that facility, which should be completed by the end of 2003.

During 2002, the Optical Products group discontinued certain Vision-Ease product development activities, discontinued or phased-out certain product categories and closed its production facility in Azusa, California and consolidated the Optical Products group's operations into its two remaining facilities. Additional polycarbonate lens manufacturing capacity was transferred to the Jakarta, Indonesia plant and polarized lens manufacturing was consolidated in the Ramsey, Minnesota facility.

In the fourth quarter of 2001 and the first quarter of 2002, the Company recorded restructuring charges relating to the impact of these events. In connection with certain of these events, the Company also recognized restructuring-related charges that are reflected in cost of products sold. The impact of these charges is discussed under "Results of Operations" below and in Note 2 to the Consolidated Financial Statements - Restructuring.

Results of Operations

The following discussion and analysis examines the operating results of the Company's two business segments. As used herein, "operating income (loss)" of a segment refers to income (loss) of the segment before administrative expense, interest and other income of the Company, as shown in Note 12 to the Consolidated Financial Statements - Segment Information. The analysis also discusses the operating results of the segments exclusive of the effects of restructuring and restructuring-related charges during these periods. The Company believes this discussion is useful to the reader in analyzing the profitability of each segment, adjusting for the impact of the restructuring activities of the Company announced during these periods.

Revenues and Operating Income

Buckbee-Mears

Comparison of 2002 and 2001. Buckbee-Mears group revenues were $138.0 million for 2002, a decrease of $32.9 million or 19% from 2001. Sales of monitor masks decreased $28.2 million from 2001 due to the Company's exit of this segment of the business during 2002. Sales of entertainment masks were $1.1 million lower than 2001 due to declining prices in this market which were partially offset by increased volume. The remainder of the sales decline was due to the sale of the Company's non-mask sheet etching business in the first half of 2002.

Operating income for Buckbee-Mears was $9.1 million in 2002, an increase of approximately $9.0 million from the prior year. The 2001 operating income was reduced by restructuring charges of $5.0 million, principally representing severance and related costs and contractual obligations associated with the Company's exit of the monitor mask segment and closing the St. Paul facility during 2002. The 2001 operating income was also reduced by restructuring-related inventory write-offs of $2.6 million and other asset write-downs of $1.4 million relating to the same events, which are reflected in cost of products sold. These restructuring efforts and costs are discussed more fully under "Restructuring Initiatives" above and in Note 2 to the Consolidated Financial Statements - Restructuring. Excluding these restructuring and restructuring-related charges, operating income for 2001 was $9.1 million, basically consistent with 2002. Buckbee-Mears group operating income in 2002 was 7% of revenues compared to zero in 2001. Excluding the impact of the restructuring and restructuring-related charges in 2001, operating income was 5% of revenues.

Comparison of 2001 and 2000. Buckbee-Mears group revenues were $170.9 million for 2001, a decrease of $44.0 million or 20% from 2000. Sales of entertainment masks decreased 15% from sales in 2000 and computer monitor mask sales decreased 30% compared to 2000. Sales of entertainment masks were impacted by a decline in demand beginning in the first half of the year, especially in the NAFTA market, as well as price reductions during the last part of 2001. Sales of monitor masks were negatively impacted by year-over-year price reductions and contraction in demand for computer products. Non-Mask Operations revenue declined 34% from 2000 as the Company's customers reacted to slow demand in the semiconductor, automotive and telecommunications segments.

Operating income for Buckbee-Mears was $0.1 million for 2001, a decrease of $25.0 million from the level of $25.1 million in 2000. The 2001 operating income was reduced by restructuring charges of $5.0 million described above associated with the Company's exit of the monitor mask segment and closing the St. Paul facility during 2002. The 2001 operating income was also reduced by the restructuring-related inventory write-offs of $2.6 million and other asset write-downs of $1.4 million, which are reflected in cost of products sold. Excluding these restructuring and restructuring-related charges, operating income for 2001 was $9.1 million, a decrease of $16.0 million from the level in 2000. This decrease was primarily due to reduced demand for television products, which accelerated in the second quarter of the year. Pricing pressures in both the computer mask and television mask markets and low plant utilization also had negative impacts on operating income and margins. The effect of foreign currency translation had a nominal impact on the group's operating income. The operating income was negligible as a percentage of revenues for 2001 compared to 12% of revenues for 2000. Excluding the impact of the restructuring and restructuring-related charges in 2001, operating income was 5% of revenues. The Company began taking action in the second quarter of 2001 to reduce costs, first by bringing down one line in Cortland, N.Y. during second quarter and then by extending the annual third quarter plant shutdown by a few weeks.

Optical Products

Comparison of 2002 and 2001. Optical Products group revenues were $110.1 million in 2002, a decrease of $21.3 million or 16% from 2001. Sales in 2002 were affected by exiting some low margin business, manufacturing difficulties experienced in the first part of the year and greater than expected service disruption from the transfer of production from Azusa to the manufacturing facilities in Ramsey and Jakarta. These manufacturing issues hampered the Company's ability to fully meet customer demand. Sales in all product categories decreased from 2001 levels. Polycarbonate sales decreased 7%, plastic sales decreased 35% and glass sales decreased 14% from 2001 sales levels.

Operating loss for Optical Products was $3.1 million for 2002, compared to operating income of $2.2 million in 2001. Operating income (loss) in both periods was impacted by restructuring or restructuring related charges. The Company stopped production at the Azusa plant in second quarter 2002, closed its residual marketing and distribution functions in fourth quarter and is currently in the process of marketing these facilities for sale. Operating loss in 2002 included $2.8 million in restructuring charges, principally representing severance and related costs and write-downs of property, plant and equipment and contractual obligations associated with the closure of the Asuza facility and consolidation of the related operations. Operating income in 2001 was also impacted by costs incurred as a result of restructuring initiatives commencing in the fourth quarter of 2001. First, operating income in 2001 reflected $1.2 million in restructuring charges principally representing severance and related costs and contractual obligations in connection with discontinuance of optical products development activities. Second, restructuring related charges included inventory write-offs of $1.0 million and other asset write-downs of $1.0 million in 2001 for discounted or phased-out product categories and are reflected in cost of products sold. These restructuring and restructuring-related efforts and charges are discussed more fully under "Restructuring Initiatives" above and in Note 2 to the Consolidated Financial Statements - Restructuring. Excluding the restructuring and restructuring-related charges, operating loss was $0.3 million in 2002, compared to operating income of $5.3 million in 2001. The decrease in operating income in 2002 excluding the charges was due to the decrease in sales of the higher margin polycarbonate products and due to manufacturing difficulties experienced in the early part of the year. These difficulties related to the closure of the Asuza facility, consolidation of the related operations in Jakarta and Ramsey and the initial ramp-up of production in these facilities.

Comparison of 2001 and 2000. Optical Products group revenues were $131.4 million in 2001, a decrease of $8.2 million or 6% from 2000. The decrease was due to soft retail demand and capacity constraints in premium product categories in the first part of the year and declines in sales in the last part of the year following the events of September 11, 2001. Sales of high end products decreased 5% from 2000. Much of the decrease was attributable to declines in sales of mainline polycarbonate lenses, SunSport® non-ophthalmic lenses and Tegra®-coated polycarbonate lenses. Strong sales in the SunRx® premium polarized lenses (increasing 15% over 2000) offset some of the sales reductions in other product lines. Sales of glass lenses continue to decline year over year.

Operating income of Optical Products was $2.1 million for 2001, a decrease of $9.3 million or 82% from 2000. Operating income in 2001 was reduced by $1.2 million in restructuring charges in connection with discontinuance of optical products development activities, as described above. Operating income in 2001 was also impacted by costs incurred as a result of restructuring initiatives commencing in the fourth quarter. Inventory write-offs of $1.0 million and other asset write-downs of $1.0 million were recorded in 2001 for discounted or phased-out product categories and are recorded in cost of products sold. Excluding the restructuring and restructuring-related charges, operating income was $5.3 million in 2001, compared to $11.4 million in 2000. This decrease was due in part to reductions in sales of higher margin premium products and higher production costs related to low plant utilization in 2001 prior to the transfer of production from the Azusa facility.

Selling Expenses

Selling expenses were $12.9 million, $16.9 million and $17.2 million or 5.2%, 5.6% and 4.8% of revenues for 2002, 2001 and 2000, respectively. The decrease in 2002 is due to lower sales in the Optical Group which reduced costs which are directly linked to sales volumes. Selling expenses in Buckbee-Mears Group's non-mask operations were also lower due to the restructuring initiatives and sale of the sheet etching business in 2002. The decrease in 2001 was due primarily to lower expenses in the Buckbee-Mears segment as a result of cost reduction efforts, including personnel reductions, initiated mid-year when sales demand began to decline. The Optical Products group's selling expenses for 2001 were even with 2000 expenses.

Administrative Expenses

Administrative expenses were $6.1 million, $5.0 million and $5.4 million or 2.5%, 1.7% and 1.5% of revenues for 2002, 2001 and 2000, respectively. The increase in administrative expenses in 2002 is due to costs associated with the recruiting and hiring of a new CEO, costs related to the search for new board members and increased legal and consulting expenses related primarily to amendment of the Company's credit agreement. The increase in expenses as a percentage of sales in 2002 is primarily due to the decrease in sales from the previous years. The decrease in administrative expenses from 2000 to 2001 was due to performance-based employee incentive benefits tied to the Company's earnings, which were incurred in 2000 but not in 2001.

Interest Expense (Income)

Interest expense was $10.6 million, $11.8 million and $13.1 million for 2002, 2001 and 2000, respectively. Interest income was $0.2 million, $0.5 million and $0.3 million for 2002, 2001 and 2000, respectively. Interest expense decreased in both 2002 and in 2001 due to lower overall debt levels and LIBOR rates in those years. The impact from lower debt levels and lower LIBOR rates was offset during 2002 by increased credit spreads and fees as a result of amendments to the Company's senior credit agreement.

Income Taxes

The Company's effective tax rate, exclusive of deferred tax asset valuation reserve adjustments, was 23%, 39% and 30% in 2002, 2001 and 2000, respectively. The change in the tax rates was primarily due to the Company's domestic and foreign earnings mix. Realization of the Company's net deferred tax asset is dependent on future taxable income. During 2002, the Company increased its deferred tax asset valuation reserve from $14.5 million to $28.9 million, the effect of which increased income tax expense by $14.4 million. The need for the valuation reserve was driven by projections for future U.S. taxable income, which impacts the potential for realizing the benefits of the Company's carryovers. The statutory time period for using the carryovers on its income tax returns extends beyond the period the Company used to assess impairment for accounting purposes. If, at some time in the future, it is determined that all or a portion of the existing carryovers may be realized, the valuation reserve will be reduced accordingly.

Seasonality

The Company's earnings have been generally lower in the first and third quarters due to maintenance shutdowns at the Company's mask production facilities during those periods. Also, the seasonality of end products in several markets (televisions, computer monitors and ophthalmic lenses) affects the Company's annual earnings pattern.

Dividends

In August 2002, the Company suspended payment of cash dividends on its common stock. Cash dividends of one-quarter cent per share were declared in the first and second quarters of 2002.

Environmental

The Company's operations are subject to federal, state, local and foreign environmental laws and regulations. Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA or Superfund), the Company has been designated as a potentially responsible party (PRP) by the United States Environmental Protection Agency with respect to certain waste sites at which the Company may have had direct or indirect involvement. Similar designations have been made by some state environmental agencies under applicable state environmental laws. Such designations are made regardless of the extent of the Company's involvement. Such designations have been made by the filing of a complaint, the issuance of an administrative directive or order, or the issuance of a notice or demand letter. These actions are in various stages of administrative or judicial proceedings. They include demands for recovery of past governmental costs and/or for future investigative or remedial actions. In many cases, the dollar amount of site costs or the Company's portion of site costs is not specified. In most cases, however, the Company has been designated a de minimis party and claims have been asserted against a number of other entities for the same recovery or other relief as was asserted against the Company. The Company is currently participating in eight environmental and/or remedial actions in which final settlement has not been reached.

To the extent possible, and with the amount of information available at this time, the Company has evaluated its responsibility for costs and related liability with respect to the above investigations and/or remedial actions, and has recorded reserves for such liability in accordance with generally accepted accounting principles. The reserves represent management's best estimate of the expected costs, and management does not believe there are reasonably possible material losses in excess of the reserves. Therefore, it is the Company's opinion that the Company's liability with respect to these matters should not have a material adverse effect on the financial position or the results of operations of the Company. In arriving at this conclusion, the Company has considered, among other things, the payments that have been made in the past; the factors, such as volume and relative toxicity, ordinarily applied to allocated defense and remedial costs; the probable costs to be paid by the other potentially responsible parties; total projected remedial costs, to the extent known; existing technology; and currently enacted laws and regulations. A portion of the costs and related liability for these matters has been or will be covered by insurance or third parties.

In September 2002, the Company reached an agreement with the Environmental Protection Agency regarding the Resource Conservation Recovery Act. The settlement relates primarily to past housekeeping practices at the Company's St. Paul facility. Under the settlement agreement, the Company will make four equal payments totaling $0.3 million over the next two years. The settlement was expensed in third quarter 2002 and the first installment was made in fourth quarter. An accrued liability of $0.2 million is included in accrued expenses on the Company's consolidated balance sheet at December 31, 2002.

Financial Position and Liquidity

Working capital was $44.1 million and the current ratio was 1.7 at December 31, 2002, compared to $70.7 million and a current ratio of 2.4 at December 31, 2001. Accounts receivable balances decreased $7.4 million compared to 2001 due primarily to lower sales in both segments from the exit of the computer monitor mask business, the sale of the Company's non-mask sheet etching business and the discontinuation of its purchased non-prescription sun lens sales. Inventory levels were lower than 2001 due to initiatives to manage raw materials purchases reducing the inventory balances on hand. Finished goods balances were also lower in the Buckbee-Mears segment. Accounts payable and other liabilities increased primarily due to extended payment terms with certain vendors in 2002.

At December 31, 2002, the Company had $112.3 million in debt and the ratio of total debt to total equity was 1.9. The $29.9 million reduction in debt was due primarily to management of and reduction in the Company's working capital in 2002. At December 31, 2001, the Company had $142.2 million in debt and the ratio of total debt to total equity was 1.2.

In 2002, the Company generated $31.7 million of cash flow from operating activities and $6.3 million from sales of assets, including certain property and equipment. The cash generated from operating activities and asset sales was used primarily for debt reduction of $29.9 million and property, plant and equipment additions totaling $8.2 million. In 2001, the Company generated $17.4 million of cash flow from operating activities. The cash generated from operating activities was used primarily for debt reduction totaling $2.8 million and property, plant and equipment additions totaling $14.1 million. In 2000, the Company generated $36.8 million of cash flow from operating activities. The cash generated from operating activities was used primarily for debt reduction totaling $23.3 million and property, plant and equipment additions totaling $11.9 million.

Capital spending in 2003 is planned to be approximately $11.4 million. It is currently anticipated that 2003 capital expenditures will be financed primarily with funds from operations.

In September 2002, the Company amended and restated its domestic credit agreement (the Agreement) and extended the termination date of the credit Agreement from May 2003 to May 2004. The amendment and restatement of the Agreement reduced the aggregate commitment from $185 million to $145 million ($110 million of term loans and $35 million of revolving commitment) and converted certain previously outstanding revolving loans to term loans. This Agreement is secured by a pledge of certain shares of common stock of the Company's subsidiaries, an intercompany note from one of the Company's European holding companies; security interests in certain assets, including but not limited to, all deposit accounts, receivables, inventories, machinery and equipment and intangible assets, as well as mortgages on its real property located in Ramsey, Minnesota and Cortland, New York. The agreement incorporates scheduled term loan amortization payments of $2.5 million per quarter, which were made in the third and fourth quarters of 2002; and $3.5 million per quarter payable beginning in 2003 through the termination date. The Agreement also includes a monthly borrowing base calculation, which may impact the ability of the Company to utilize its total revolving commitment. The Company's borrowing base under the revolver commitment as of December 31, 2002 was $31.3 million.

As of December 31, 2002, there was $111.5 million outstanding under the Agreement with available credit of $22.5 million. The Company believes that internally generated funds and unused financing sources will be adequate to meet the its financing requirements for 2003. The Company was in compliance with all covenants under the Agreement at December 31, 2002.

The Company's Buckbee-Mears Europe subsidiary maintains a short-term credit facility in Germany for German and Hungarian operations with total credit of approximately $8.1 million. As of December 31, 2002, $0.7 million was outstanding under this facility and approximately $7.3 million of available credit reserved.

The Company is currently assessing alternative financing arrangements in anticipation of the May 2004 expiration date of its current domestic credit agreement. There is no assurance that new credit arrangements or alternative financing terms will be available, or if available with be on terms comparable to those in the current agreement.

Market Risk

Foreign Currency

A portion of the Company's operations consists of manufacturing and sales activities in foreign jurisdictions. The Company manufactures its products in the United States, Germany, Hungary and Indonesia and purchases products from Asian, as well as other foreign suppliers. The Company sells its products in the United States and into various foreign markets. The Company's sales are typically denominated in either the U.S. dollar or the European Euro. Buckbee-Mears also has an indirect exposure to the Japanese yen and the Korean won because its most significant competitors are Japanese and Korean. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. In addition, sales of products overseas are affected by the value of the U.S. dollar relative to other currencies. Long-term strengthening of the U.S. dollar may have an adverse effect on these sales and competitive conditions in the Company's markets and may limit the Company's ability to increase product pricing in times of adverse currency movements.

To manage the volatility relating to its direct exposures, the Company from time to time will utilize various derivative instruments, including foreign currency forward-exchange contracts and cross-currency swaps. The cross-currency swaps are accounted for under mark-to-market accounting. At December 31, 2002 and 2001, the Company had no outstanding foreign currency forward-exchange contracts.

The Company experiences foreign currency gains and losses, which are reflected on the Company's Statements of Operations, due to the strengthening and weakening of the U.S. dollar against the currencies of the Company's foreign subsidiaries and the resulting effect on the valuation of inter-company and other accounts. The net exchange gain (loss) was $(0.9) million in 2002, $0.2 million in 2001 and $(0.3) million in 2000. The Company anticipates that it will continue to incur exchange gains and losses from foreign operations in the future.

The Company's net investment in foreign subsidiaries with non-U.S. dollar functional currency was $27.9 million and $26.1 million at December 31, 2002 and 2001, respectively, translated into U.S. dollars at year-end exchange rates. The potential loss in value resulting from a hypothetical 10% reduction in foreign currency exchange rates is $2.5 million and $2.4 million in 2002 and 2001, respectively. The loss, if incurred, would be recorded as a charge to Accumulated Other Comprehensive Income (Loss).

During 2002, the U.S. dollar weakened against the Euro. During 2001 and 2000, the U.S. dollar strengthened against the German mark (DM). A stronger dollar generally has a negative impact on overseas results because foreign currency-denominated earnings translate into less U.S. dollars; a weaker dollar generally has a positive translation effect. However, a significant component of our overseas revenue is U.S. dollar based, somewhat mitigating this effect. As a result, the effect of the change in exchange rates for 2002, 2001 and 2000 did not have a material impact on net earnings.

Interest

Substantially all of the Company's debt and associated interest expense is sensitive to changes in the level of interest rates. To mitigate the impact of fluctuations in interest rates, the Company from time to time enters into interest rate swaps to hedge the exposure of a portion of its floating-rate debt. The Company's primary interest rate exposure is U.S., and to a lesser extent Euro and yen-based interest rates.

At various dates during 1999 and 2000, the Company entered into multiple interest rate swap agreements to provide for the Company to swap a variable interest rate for fixed interest rates ranging from 6.7% to 7.1%. At December 31, 2002, $50 million of these swaps remained outstanding with the swaps expiring in equal amounts in May 2003 and June 2003.

A hypothetical 100 basis point increase in interest rates would result in a $0.6 million and $0.9 million adverse impact on interest expense in 2002 and 2001, respectively.

Euro Currency Conversion

On January 1, 1999, 11 of the 15 member countries of the European Union, including Germany, adopted the euro as their common legal currency. The euro trades on currency exchanges and is available for non-cash transactions. From January 1, 1999 through January 1, 2002, each of the participating countries was scheduled to maintain its national (legacy) currency as legal tender for goods and services. Beginning January 1, 2002, new euro-denominated bills and coins have been issued, and legacy currencies were withdrawn from circulation by July 1, 2002. The Company's foreign operating subsidiaries that were affected by the euro conversion had established plans to address the business issues raised, including the competitive impact of cross-border price transparency. There were no near-term business ramifications of the conversion to Euro; however, the long-term implications, including any changes or modifications that will need to be made to business and financial strategies, are still being reviewed. From an accounting, treasury and computer system standpoint, the impact from the euro currency conversion did not have a material impact on the financial position or results of operations of the Company.

Cautionary Statements

Certain statements included in this Management's Discussion and Analysis, as well as other communications, including its filings with the SEC, reports to shareholders, news releases and presentations to securities analysts or investors, contain forward-looking statements made in good faith by the Company pursuant to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements relate to non-historical information and include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements. We wish to caution the reader not to place undue reliance on any such forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks and uncertainties detailed from time to time in reports filed by BMC with the SEC, including the disclosure in the Form 10-K under "Risk Factors" and elsewhere in Forms 10-K/A and 10-K, that could cause actual results or outcomes to differ materially from those presently anticipated or projected and include, among others, ability to manage working capital and align costs with market conditions; continued imbalance in supply and demand for computer monitor masks; further aperture mask price declines; slowdown in growth of high-end lens products; rising raw material costs; ability to improve manufacturing yields and operating efficiencies; ability to qualify new products with customers; consumer demand for direct-view high-definition television and digital receivers; competition with alternative technologies and products, including laser surgery for the correction of visual impairment and LCD, plasma, projection and other types of visual displays; ability to source plastic lens product requirement from third parties; ability to gain market share of polycarbonate products both domestically and abroad, including growth in European sales through the operation of processing laboratories; higher than expected restructuring related costs; ability to restructure the Non-Mask Operations and diversify its customer and product base; the effect of regional or global economic slowdowns; the impact of domestic or global terrorism on consumer spending choices; adjustments to inventory valuations; liability and other claims asserted against BMC; negative foreign currency fluctuations; and ability to recruit and retain key personnel. These factors should not, however, be considered an exhaustive list. We do not undertake the responsibility to update any forward-looking statement that may be made from time to time by or on behalf of BMC.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1.	Financial Statements

	The following items were included on the pages indicated in the Form 10-K filed March 31, 2003:

	Consolidated Financial Statements:	Page

	Consolidated Statements of Operations for the Years Ended
	December 31, 2002, 2001 and 2000	24

	Consolidated Balance Sheets as of December 31, 2002 and 2001	25

	Consolidated Statements of Stockholders' Equity for the Years
	Ended December 31, 2002, 2001 and 2000	26

	Consolidated Statements of Cash Flows for the Years Ended
	December 31, 2002, 2001 and 2000	27

	Notes to Consolidated Financial Statements	28

	Price Range of Common Stock	12

	Report of Independent Auditors	45

	Selected Annual Financial Data (unaudited)	14

2.	Financial Statement Schedule:

	The following financial statement schedule was included on the page indicated in the Form 10-K filed March 31, 2003 and should be read in conjunction with the consolidated financial statements referenced above:

		Page:

	II - Valuation and Qualifying Accounts	50

	Schedules other than the one listed above are omitted because of the absence of the conditions under which they are required or because the information required is included in the consolidated financial statements or the notes thereto.

3.	Exhibits:

	Reference is made to the Exhibit Index contained on pages 16 through 23 of this Form 10-K/A.

	The following exhibits filed as a part of this report are management contracts or compensatory plans or arrangements:

	10.1	Revised Executive Perquisite/Flex Policy (effective as of January 1, 1998 and terminated as of December 31, 2002) (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467)).

	10.6	Restated and Amended Directors' Deferred Compensation Plan (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-8467)).

	10.27	Form of Change of Control Agreement entered into between the Company and Mr. Burke (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 (File No 1-8467)).

	10.28	Form of Change of Control Agreement entered into between the Company and Messrs. Carlson, Dobson, Faber, Petersen and Ms. Linzmeier (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467)).

	10.30	Employment Agreement by and between the Company and Paul B. Burke, dated as of January 1, 1999 (incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467)).

	10.29	Employment Agreement by and between the Company and Curtis E. Petersen, dated December 3, 2001(incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467)).

	10.31	BMC Industries, Inc. Executive Benefit Plan, effective January 1, 1993 (incorporated by reference to Exhibit 10.22 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467)).

	10.10	First Declaration of Amendment, effective September 1, 1998, to the BMC Industries, Inc. Executive Benefit Plan (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467)).

	10.31	Amendment to Executive Employment Agreement between the Company and Paul B. Burke, dated April 10, 2002 (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K/A for the quarter ended March 31, 2002 (File NO. 1-8467)).

	10.32	Employment Agreement by and between the Company and Douglas Hepper, dated as of May 14, 2002 (incorporated by reference to Exhibit 10.44 of the Company's Current Report on Form 8-K, dated June 12, 2002 and filed with the Commission on June 12, 2002 (File No. 1-8467)).

(b) Reports on Form 8-K

The Company filed a Current Report on Form 8-K, dated October 12, 2002, that reported the completion of a Second Amendment and Restatement Agreement amending the Company's Amended and Restated Credit Agreement dated June 25, 1998.

(c) Exhibits

The response to this portion of Item 15 is submitted as a separate section of this Form 10-K/A.

(d) Financial Statement Schedules

The response to this portion of Item 15 is submitted as a separate section of the Form 10-K filed March 31, 2003.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on September 5, 2003, on its behalf by the undersigned, thereunto duly authorized.

	BMC INDUSTRIES, INC.

	By: /s/Douglas C. Hepper
	Douglas C. Hepper
	Chairman, President and
	Chief Executive Officer

BMC Industries, Inc.

Exhibit Index to Amendment No. 1 to Annual Report on Form 10-K

For the Year Ended December 31, 2002

Exhibit No.	Exhibit	Method of Filing
3.1	Second Restated Articles of Incorporation of the Company, as amended.	Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8467).
3.2	Amendment to the Second Restated Articles of Incorporation, dated May 8, 1995.	Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8467).
3.3	Amendment to the Second Restated Articles of Incorporation, dated October 30, 1995.	Incorporated by reference to Exhibit 3.1 to the Company's annual report on Form 10-K/A for the quarter ended September 30, 1995 (File No. 1-8467).
3.4	Amendment to the Second Restated Articles of Incorporation, dated August 7, 1998.	Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
3.5	Articles of Correction to the Second Restated Articles of Incorporation, dated November 22, 1999.	Incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
3.6	Restated Bylaws of the Company, as amended.	Incorporated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8467).
3.7	Amendment to the Restated Bylaws of the Company.	Incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-8467).
3.8	Amendment to the Restated Bylaws of the Company, dated February 20, 1998.	Incorporated by reference to Exhibit 3.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
4.1	Specimen Form of the Company's Common Stock Certificate.	Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-2 (File No. 2-83809).
4.2	Form of Share Rights Agreement, dated as of June 30, 1998, between the Company and Norwest Bank, National Association, as Rights Agent.	Incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A, dated July 14, 1998.
10.1	Revised Executive Perquisite/Flex Policy (effective as of January 1, 1998 and terminated on December 31, 2002).	Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
10.2	BMC Industries, Inc. Savings and Profit Sharing Plan, 2001 Revision, effective January 1, 2001.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
10.3	First Declaration of Amendment, effective December 31, 2001, to the BMC Industries, Inc. Savings and Profit Sharing Plan, 2001 Revision.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
10.4	Second Declaration of Amendment, effective January 1, 2002, to the BMC Industries, Inc. Savings and Profit Sharing Plan, 2001 Revision.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
10.5	Third Declaration of Amendment, dated December 31, 2002, to the BMC Industries, Inc. Savings Profit Sharing Plan, 2001 Revision.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
10.6	Restated and Amended Directors' Deferred Compensation Plan.	Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 1-8467).
10.7	Restated and Amended 1994 Stock Incentive Plan, effective May 11, 2000.	Incorporated by reference to exhibit 10.1 to the Company's Annual Report on Form 10-K/A for the quarter ended March 31, 2000 (File No. 1-8467).
10.8	Amendment No. 1 to the Restated and Amended 1994 Stock Incentive Plan, dated August 3, 2000.	Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K/A for the quarter ended June 30, 2000 (File No. 1-8467).
10.9	BMC Industries, Inc. Executive Benefit Plan, effective January 1, 1993.	Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
10.10	First Declaration of Amendment to the BMC Industries Executive Benefit Plan, effective September 1, 1998.	Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
10.11	Lease Agreement, dated November 20, 1978, between Control Data Corporation and the Company.	Incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-2 (File No. 2-79667).
10.12	Amendment to Lease Agreement, dated December 27, 1983, between Control Data Corporation and the Company.	Incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1983 (File No. 1-8467).
10.13	Amendment to Lease Agreement, dated April 9, 1986, between Control Data Corporation and the Company.	Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987 (File No. 1-8467).
10.14	Amendment to Lease Agreement, dated April 12, 1989, between GMT Corporation (as successor in interest to Control Data Corporation) and the Company.	Incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 (File No. 1-8467).
10.15	Amendment to Lease Agreement, dated March 19, 1990, between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 (File No. 1-8467).
10.16	Amendment to Lease Agreement, dated May 17, 1993, between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-8467).
10.17	Amendment of Lease, dated April 6, 1994 by and between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8467).
10.18	Waiver of Condition Precedent, dated July 29, 1994, by and between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-8467).
10.19	Amendment of Lease, dated September 25, 1997 by and between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-8467).
10.20	Amendment of Lease, dated August 1, 1998 by and between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
10.21	Amendment of Lease, dated August 1, 1998 by and between GMT Corporation and the Company.	Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
10.22	Notice of Reduction of Leased Space, dated March 8, 1999, from the Company to GMT Corporation.	Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467).
10.23	Notice of Reduction of Leased Space, dated July 20, 1999, from the Company to GMT Corporation.	Incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (file No. 1-8467).
10.24	Notice of Reduction of Leased Space, dated June 14, 2000, from the Company to GMT Corporation.	Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467).
10.25	Notice of Reduction of Leased Space, dated May 4, 2001, from the Company to GMT Corporation.	Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467).
10.26	Notice of Termination of Leased PS-3 Space, dated January 14, 2003, from the Company to GMT Corporation	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
10.27	Form of Change of Control Agreement entered into between the Company and Mr. Burke.	Incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 (File No. 1-8467).
10.28	Form of Change of Control Agreement entered into between the Company and Messrs. Carlson, Dobson, Faber and Petersen and Ms. Linzmeier.	Incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
10.29	Employment Agreement by and between the Company and Curtis E. Petersen, dated December 3, 2001	Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467).
10.30	Employment Agreement, by and between the Company and Paul B. Burke, dated as of January 1, 1999.	Incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
10.31	Amendment to Executive Employment Agreement between BMC Industries, Inc. and Paul B. Burke, dated April 10, 2002.	Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K/A for the quarter ended March 31, 2002 (File No. 1-8467).
10.32	Employment Agreement, dated as of May 14, 2002, between the Company and Douglas Hepper.	Incorporated by referenced to Exhibit 10.44 to the Company's Current Report on Form 8-K, dated June 12, 2002 and filed with the Commission on June 12, 2002 (File No. 1-8467).
10.33	Second Amendment and Restatement Agreement, dated as of October 12, 2001, by and among the Company, Bankers Trusty Company as Administrative Agent, Bank One, NA, as Documentation Agent and Various Lending Institutions.	Incorporated by reference to Exhibit 10.46 to the Company's Current Report on Form 8-K dated October 12, 2001 and filed with the Commission on October 24, 2001 (File No. 1-8467).
10.34	Security Agreement, dated as of October 12, 2001, between the Company, Bankers Trust Company as Administrative Agent, and U.S. Bank National Association	Incorporated by reference to Exhibit 10.47 to the Company's Current Report on Form 8-K dated October 12, 2001 and filed with the Commission on October 24, 2001 (File No. 1-8467).
10.35	Subsidiary Guarantor Security Agreement, dated as of October 12, 2001, among Vision-Ease Lens, Inc., Vision-Ease Lens Azusa, Inc., Bankers Trust Company, as Administrative Agent and U.S. Bank National Association.	Incorporated by reference to Exhibit 10.48 to the Company's Current Report on Form 8-K dated October 12, 2001 and filed with the Commission on October 24, 2001 (File No. 1-8467).
10.36	Amended and Restated Subsidiary Guarantee Agreement, dated as of October 12, 2001, made by Vision-Ease Lens, Inc. and Vision-Ease Lens Azusa, Inc.	Incorporated by reference to Exhibit 10.49 to the Company's Current Report on Form 8-K dated October 12, 2001 and filed with the Commission on October 24, 2001 (File No. 1-8467).
10.37	Second Amended and Restated Agreement, dated as of October 12, 2001, made by the Company to Bankers Trust Company, as Collateral Agent.	Incorporated by reference to Exhibit 10.50 to the Company's Current Report on Form 8-K dated October 12, 2001 and filed with the Commission on October 24, 2001 (File No. 1-8467).
10.38	Third Amended and Restated Credit Agreement, dated as of September 27, 2002, among the Company, Deutsche Bank Trust Company Americas, as Administrative Agent and Bank One, NA, as Documentation Agent and Various Lending Institutions.	Incorporated by reference to Exhibit 10.45 to the Company's Current Report on Form 8-K dated September 27, 2002 and filed with the Commission on October 12, 2002 (File No. 1-8467).
10.39	Amended and Restated Security Agreement, dated as of September 27, 2002, between the Company, Deutsche Bank trust Company Americas, as Administrative Agent and U.S. Bank National Association.	Incorporated by reference to Exhibit 10.46 to the Company's Current Report on Form 8-K dated September 27, 2002 and filed with the Commission on October 12, 2002 (File No. 1-8467).
10.40	Amended and Restated Subsidiary Guarantor Security Agreement, dated as of September 27, 2002 between Vision-Ease Lens, Inc., Vision-Ease Lens, Azusa, Inc. Deutsche Bank Trust Company Americas, as Administrative Agent and U.S. Bank National Association.	Incorporated by reference to Exhibit 10.47 to the Company's Current Report on Form 8-K dated September 27, 2002 and filed with the Commission on October 12, 2002 (File No. 1-8467).
10.41	First Amendment to Mortgage, effective as of September 27, 2002, by and between Vision-Ease Lens, Inc. and Deutsche Bank Trust Company Americas, as Administrative Agent.	Incorporated by reference to Exhibit 10.50 to the Company's Current Report on Form 8-K dated September 27, 2002 and filed with the Commission on October 12, 2002 (File No. 1-8467).
10.42	Mortgage, Assignment of Leases and Rents, and Security Agreement, dated as of September 27, 2002, made by the Company and Cortland County Industrial Development Agency to Deutsche Bank Trust Company Americas, in its capacity as Administrative Agent under the Credit Agreement.	Incorporated by reference to Exhibit 10.51 to the Company's Current Report on Form 8-K dated September 27, 2002 and filed with the Commission on October 12, 2002 (File No. 1-8467).
10.43	Mortgage Assignment of Leases and Rents and Fixture Filing, dated as of October 12, 2001, made by Vision-Ease Lens, Inc. to Bankers Trust Company, as Administrative Agent.	Incorporated by reference to Exhibit 10.51 to the Company's Current Report on Form 8-K dated October 12, 2001 and filed with the Commission on October 24, 2001 (File No. 1-8467).
10.44	Lease, dated October 29, 1997, by and among the Company and Meridian Crossings LLC (d/b/a Told Development Company).	Incorporated by reference to Exhibit 10.3 to the Company's annual Report on Form 10-K/A for the quarter ended September 30, 1997 (File No. 1-8467).
10.45	First Amendment to Lease, dated March 5, 2002, between OTR, an Ohio general partnership, acting as the duly authorized nominee of the Board of the State Teachers Retirement System of Ohio and the Company.	Incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467).
10.46	Commercial Lease, dated September 26, 2000, between Minnesota Logistics II, LLC and Vision-Ease Lens, Inc.	Incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-8467).
10.47	The Seventh Restated Graphic Communications International Union, Twin Cities Local 6a - Buckbee-Mears Pension Plan, Generally Effective January 1, 2001.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
10.48	Amendment One, to the Seventh Restated Graphic Communications International Union, Twin Cities Local 6a - Buckbee-Mears Pension Plan	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
21.1	Subsidiaries of the Registrant.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
23.1	Consent of Ernst & Young LLP, Independent Auditors.	Filed with the Form 10-K for the year ended December 31, 2003, filed March 31, 2003.
31.1	Certification of CEO pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically herewith.
31.2	Certification of CFO pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically herewith
32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Electronically herewith

Exhibit 31.1

CERTIFICATION

I, Douglas C. Hepper, certify that:

1. I have reviewed this annual report on Form 10-K/A of BMC Industries, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. BMC Industries, Inc.'s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for BMC Industries, Inc., and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to BMC Industries, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. evaluated the effectiveness of BMC Industries, Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. disclosed in this report any change in BMC Industries, Inc.'s internal control over financial reporting that occurred during BMC Industries, Inc.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, BMC Industries, Inc.'s internal control over financial reporting;

5. BMC Industries, Inc.'s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to BMC Industries, Inc.'s auditors and the audit committee of BMC Industries, Inc.'s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect BMC Industries, Inc.'s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in BMC Industries, Inc.'s internal control over financial reporting.

Date: September 5, 2003	/s/Douglas C. Hepper
	Douglas C. Hepper
	Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Curtis E. Petersen, certify that:

1. I have reviewed this annual report on Form 10-K/A of BMC Industries, Inc.;

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to BMC Industries, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. evaluated the effectiveness of BMC Industries, Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. disclosed in this report any change in BMC Industries, Inc.'s internal control over financial reporting that occurred during BMC Industries, Inc.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, BMC Industries, Inc.'s internal control over financial reporting;

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect BMC Industries, Inc.'s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in BMC Industries, Inc.'s internal controls; and

Date: September 5, 2003	/s/ Curtis E. Petersen
	Curtis E. Petersen
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of BMC Industries, Inc. (the "Company") on Form 10-K/A for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Douglas C. Hepper, Chief Executive Officer of the Company, and Curtis E. Petersen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/Douglas C. Hepper
	Douglas C. Hepper
	Chief Executive Officer

	September 5, 2003


	/s/Curtis E. Petersen
	Curtis E. Petersen
	Chief Financial Officer

	September 5, 2003

Minnesota

41-0169210

One Meridian Crossings, Suite 850, Minneapolis, MN

55423

Common Stock

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BMC INDUSTRIES INC/MN/ 10-K/A