10-K

UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K

(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, 2001
	OR
[  ]	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	New York Stock Exchange
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.  [   ]

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 sales price for the registrant's common stock as reported on the New York Stock Exchange on March 18, 2002, was approximately $44.5 million. As of March 18, 2002, there were 27,035,325 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 9, 2002.

TABLE OF CONTENTS

PART I.
Item 1.	Business
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders
Item 4A.	Executive Officers of the Registrant
PART II.
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters
Item 6.	Selected Financial Data
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III.
Item 10.	Directors and Executive Officers of the Registrant
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management
Item 13.	Certain Relationships and Related Transactions
PART IV.
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K
	Signatures

PART I

            Certain statements contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the Safe Harbor provisions created by the statutes.  These statements relate to our current views with respect to non-historical information and include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements.  These statements are not guarantees of future performance and are subject to certain risks and uncertainties - such as those discussed in the section entitled "Factors That May Affect Future Results" below - that could cause, and in certain instances have caused, actual results to differ materially from those expressed or forecasted.  You should not rely on these forward-looking statements, which reflect only our opinion as of the date of this 10-K.  These factors should not 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 us or on our behalf. 

Item 1.  Business

(a)        General Development of Business.

BMC Industries, Inc., a Minnesota corporation ("BMC," "we," "our" or "us"), is a multinational manufacturer and distributor of a variety of products in two reportable segments: Buckbee-Mears and Optical Products, which operates under the Vision-Ease trade name.  Buckbee-Mears is comprised of Mask Operations and Micro-Technology Operations.  Mask Operations produces aperture masks, which are critical components of color television and computer monitor picture tubes.  Micro-Technology Operations, formerly Buckbee-Mears St. Paul or "BMSP", is the leading producer of precision photo-etched metal and electroformed components.  Micro-Technology Operations produces a variety of component parts used in the medical, electronic, telecommunication, automotive and filtration market segments.  We changed the name of BMSP to Micro-Technology Operations in March 2001 to reflect the broad capabilities resident in this operation's core technology.  In response to difficult economic conditions and industry changes during 2001 and continuing into 2002, Buckbee-Mears has undertaken efforts to consolidate its operations and reduce costs to align its operation with the market.  In furtherance of this effort, Mask Operations began to exit the computer monitor segment of the mask market in late 2001 and intends to completely exit this segment by the end of 2002.  Micro-Technology Operations is continuing in 2002 to reduce operating expenses as a result of particularly difficult economic conditions that have affected its business.  We are pursuing various options available to maximize the value of Micro-Technology Operations, including efforts underway to sell portions of the business and consolidate portions of the St. Paul, Minnesota operations into the Mask Operations facilities in Cortland, New York and Mullheim, Germany.

Optical Products designs, manufactures and distributes polycarbonate, glass and hard-resin plastic eyeglass lenses under the trade name of "Vision-Ease."  Similar to the actions taken by Buckbee-Mears, Optical Products continues into 2002 to implement efforts begun in 2001 to reduce its cost structure, consolidate its operations and focus its resources on higher margin, value-added products. In January 2002, Optical Products sold its Optifacts division, a developer and distributor of software used in the optical products industry, to Essilor of America, Inc.  In February 2002, Optical Products announced the closing of its Azusa, California polycarbonate manufacturing facility and the transfer of production to Vision-Ease's existing facilities in Jakarta, Indonesia and Ramsey, Minnesota.

(b)        Financial Information About Industry Segments.

Financial information about our operating segments for the three most recent fiscal years appear on pages 41-42.

(c)        Narrative Description of Business.

Buckbee-Mears

Products and Marketing. Buckbee-Mears has manufacturing operations in Cortland, New York, Mllheim, Germany and St. Paul, Minnesota, all of which are ISO 9002 certified, which is a critical prerequisite to supplying a broad base of customers.  Mask Operations manufactures aperture masks at the Cortland and Mullheim facilities and operates a low-cost mask inspection facility in Tatabanya, Hungary.  The St. Paul facility is primarily dedicated to Micro-Technology Operations for research and development activities and small batch or specialty manufacturing, including precision photo-etched metal parts, specialty printed circuits, precision electroformed components and precision etched and filled glass products. Micro-Technology Operations also has production operations in Cortland and Mullheim.

Two customers of Buckbee-Mears each accounted for more than 10% of our total consolidated revenues for 2001. Thomson, S.A. of France, including its U.S. based operations, accounted for approximately 16% of our 2001 consolidated revenues. Samsung Display Co., Ltd., of South Korea accounted for approximately 14% of our 2001 consolidated revenues.  Thomson produces televisions in North America and Europe under various trademarks, including RCA and GE.  Samsung produces televisions in the Americas, Europe and Asia and computer monitors in South American and Asia under the Samsung trade name.

Aperture masks are photo-chemically etched fine screen grids found in color television and computer monitor picture tubes and consist of thousands of precise, conically shaped holes designed to focus the electron beam on the proper phosphor color stripe to produce a crisp image.  Aperture masks are made from steel or invar, a nickel and iron alloy, and range in size from 6-inch to 40-inch diagonal dimensions.  We manufacture aperture masks ranging from 14-inch to 36-inch diagonal dimensions.  Our facilities employ an automated continuous photochemical etching process that we originally developed.  We sell aperture masks directly to color television and computer monitor tube manufacturers in North America, Europe, India and Asia through an in-house sales organization.  Sales of aperture masks comprised 52%, 55% and 55% of our consolidated total revenues in 2001, 2000 and 1999, respectively.

Mask Operations is engaged in ongoing efforts to develop future manufacturing and technical expertise in a variety of new mask products, including high definition television ("HDTV"), multimedia, widescreen (16 x 9) and pure flat mask products.  We have made significant process capability gains on advanced mask products, particularly in entertainment masks, with success in qualifying masks in the flat, widescreen and HDTV categories.

Micro-Technology Operations manufactures a variety of precision photo-etched metal and electroformed components.  We sell these components through both an in-house sales organization and independent manufacturer representatives to customers in the medical, electronics, automotive, telecommunications and filtration market segments.  Micro-Technology Operations' products include switch contacts, ignition components, medical device components, reusable filtration devices and precision sorting sieves.  Over the past few years, Micro-Technology Operations has pursued a strategy of leveraging its high-volume precision technologies and production capabilities to attract large end-product manufacturers for joint research and product development projects.  These efforts have resulted in the development of new technology and new customers with significant potential future revenue opportunities.  In March 2001, Buckbee-Mears signed separate agreements with Visteon Corporation and Cordis Corporation, a wholly-owned unit of Johnson & Johnson, which grant to BMC technology rights and/or production opportunities in the circuit board and implantable stent markets.  The underlying technology of these agreements has broad potential applications and we have ongoing efforts to market this technology.  These efforts, however, have been hampered by weak economic conditions that continue into 2002.

During 2001, Mask Operations experienced a decline in demand for entertainment masks, particularly medium and large-sized television masks.  Medium and large size mask sales declined 43% year-over-year, resulting from a mix shift in Europe from large to jumbo-sized masks, an overall weak NAFTA market and a comparison to prior year sales made difficult due to particularly strong fourth quarter 2000 sales enhanced by the sale of masks to a customer in China.  Sales of jumbo-sized masks (those 30" and larger) increased 14% in the fourth quarter of 2001 as compared to the same period in 2000.

During portions of the third and fourth quarters of 2001, Buckbee-Mears temporarily shut down aperture mask production lines at its Cortland manufacturing facility.  We timed these shutdowns to occur in conjunction with previously scheduled maintenance shutdowns to minimize the impact to employees and operations.  In 2002, Mask Operations intends to exit the computer monitor segment of the aperture mask business and focus its operations on development and production of more profitable entertainment mask products. 

Raw Materials.  Buckbee-Mears procures raw materials from multiple suppliers.  Steel and invar are the main raw materials used by Buckbee-Mears.  Our Cortland facility imports all of its steel and invar requirements from suppliers in Japan and Germany.  Our Mullheim facility obtains a majority of its steel and invar raw material from a supplier within Germany and the remaining portion from a vendor in Japan.  Importation of steel into the United States is subject to certain restrictions imposed by U.S. federal trade legislation and regulations.  In addition, steel imports are the subject of occasional domestic trade disputes and investigations that have resulted in the imposition of tariffs by the U.S. federal government.  We have successfully obtained exclusions from these tariffs to date, most recently as March 2002, based on our inability to source aperture mask steel in the U.S.  We do not anticipate difficulty in obtaining steel or any other raw materials.  Our inability to obtain these materials, however, would have a material adverse effect on production and results of operations.

Intellectual Property.  We have a number of patents and license rights that are important to the success of our Buckbee-Mears operations.  These patents range in their expiration dates from 2002 to 2018.  We believe that the loss of any single patent would not have a material adverse effect on our business as a whole.  We believe that improvement of existing products and processes and a reliance on trade secrets and unpatented proprietary know-how are as important as patent protection in establishing and maintaining our competitive position.  At the same time, we continue to seek patent protection for our products and processes on a selective basis.  There can be no assurance, however, that any issued patents will provide substantial protection or commercial value.  We require our consultants and employees to agree in writing to maintain the confidentiality of our information and, within certain limits, to assign to us any inventions, and any patent or other intellectual property rights, relating to our business.  In addition, we have an Intellectual Property program that enhances our ability to identify and protect intellectual property from the development stage through the life of our products and processes.

Seasonality.  Buckbee-Mears' revenues and earnings are generally lower in the first and third quarters due to maintenance shutdowns at the Cortland and Mullheim facilities.  The seasonality of end product in this business segment, televisions and computer monitors, also affects our annual earnings pattern.

Competition.  The precision etched metal and electroformed parts business is intensely competitive, with no one competitor dominating the market. We are one of five independent mask manufacturers in the world and the only independent mask manufacturer with production facilities in the United States.  Our primary mask competitors operate in Japan and Korea.  In addition, several color picture tube manufacturers operate captive mask production facilities and two state directed ventures operate in China.  Independent mask manufacturers supply approximately 86%of the global mask market, with BMC among the largest at an estimated 16% of the combined television and monitor mask market share.  We supplied approximately 18% of the worldwide demand for television masks and 8% of the demand for monitor masks in 2001. Our customer, Philips Components B.V., announced in November 2000 that it was merging with one of Buckbee-Mears' independent competitors, LG. Electronics of South Korea.  If completed, this transaction will result in vertical integration of LG's mask production into a captive supply arrangement with Philips' operations.

In addition to competition from other mask manufacturers, Mask Operations competes against rival technologies such as LCD monitors, plasma displays and projection televisions.  LCD monitors accounted for 16% of total monitors in 2001, up from 5% in 2000, and laptops grew to 20% of PC's purchased from 18% in 2000, both reducing the need for CRT tubes.  Sales of projection televisions in the U.S. have grown over the last year due to rapidly dropping prices, contributing in the decline in sales of jumbo CRT televisions.  Further, many consumers identify HDTV with projection televisions, further contributing to the growth in sales of projection televisions.  Nevertheless, rival product technologies such as plasma and LCD are still very expensive compared to CRT technology and therefore we believe they are not a practical substitute to CRT technology for much of the global consumer monitor market.

Many producers compete in the market for precision photo-etched and electroformed metal parts that are produced by Micro-Technology Operations, including some that also manufacture aperture masks.  There is no clear market share leader in this fragmented industry.  We compete principally on the basis of price, product quality and product availability.   We also attempt to build preferred supplier and research and development arrangements with customers to best meet their current and new product requirements.  In order to pursue new products and technology while maintaining competitive on existing products, we engage in ongoing cost reduction measures, including the development of automated processes. 

Backlog.  As of December 31, 2001, the firm backlog of Buckbee-Mears sales orders was $14.9 million, compared with $19.7 million as of December 31, 2000.  We expect that all of the December 31, 2001 backlog orders will be filled within the current fiscal year.

Employees.  As of March 18, 2002, Buckbee-Mears had approximately 1,237 employees in the United States and Europe.  The majority of U.S. employees are not represented by labor unions. In compliance with local laws, production employees in Europe are represented by labor unions.  Labor relations generally are considered to be good and there have been no significant labor disputes in the past ten years.

Optical Products

Products and Marketing.   Optical Products, operating under the Vision-Ease trade name, designs, manufactures and distributes a full line of eyeglass lenses.  The group is headquartered in Brooklyn Park, Minnesota and operates production facilities in Azusa, California; Ramsey, Minnesota; and Jakarta, Indonesia. Vision-Ease also has polycarbonate laboratory operations in the U.S. and Europe and five distribution centers in the U.S., Canada and England. Optical Products announced early in 2002 a significant consolidation of operations, including the closure during the year of our manufacturing facility in Azusa and the consolidation of its headquarters with BMC's corporate office space in Minneapolis.  The process of transferring polycarbonate lens production from the Azusa facility to our facilities in Ramsey and Jakarta is underway.

Vision-Ease manufactures lenses in two principal materials, polycarbonate and glass, and sources hard-resin plastic lenses.  Within each of these lens materials, we offer single-vision lenses, which have a constant corrective power at all points; multi-focal lenses, which have two or more distinct areas of different corrective power; progressive lenses, which are a type of multi-focal lens with a continuous gradient of different corrective power without the line or "jump" generally associated with other multi-focal lenses; and prescription and non-prescription lenses that are used primarily for sunwear.  We also produce lenses with value-added features such as anti-reflective and scratch-resistant coatings to meet increasing demand for value-added products.

We sell semi-finished lenses to wholesale optical laboratories or retail outlets with on-site laboratories, which then finish the lens by grinding and polishing the inside surface of the lens according to the prescription provided by the optometrist or ophthalmologist.  After processing, the lens is edged and inserted into a frame by either the wholesale laboratory or a retail optical dispenser.  We sell finished single-vision lenses to wholesale laboratories and retail outlets. These finished lenses are ready to be edged and inserted into frames without laboratory surfacing. We also sell semi-finished and finished lenses to OEM customers.  We sell prescription and non-prescription polarizing lenses to manufacturers of sunglasses as well as our wholesale and retail customer base.  Vision-Ease generally sells its products to wholesale laboratories through independent sales representatives and to retail outlets through an in-house sales staff.

Vision-Ease has pursued a core strategy of converting domestic and international ophthalmic markets to polycarbonate and is a technological leader in the design and manufacture of polycarbonate lenses.   Although domestic polycarbonate lens sales contracted slightly in 2001, sales during 2001 in Europe grew by double digits and it continues to be the world's fastest growing lens material, with sales growth in North America of approximately 15% annually for the prior 15 years.

In early 2000, the Optical Products group established a lens laboratory network in Europe to pursue growth of polycarbonate in that market. This network is made up of administration/customer service in Mullheim, Germany and a processing facility in Brou, France.  The Brou laboratory specializes in grinding, edging and applying anti-reflective coatings to polycarbonate lenses for sale in the European market.  Over the course of 2000 and 2001, we qualified our polycarbonate products and laboratory processing capabilities with a broad cross-section of retailers in Europe.  We began similar efforts in the U.S. during 2001 through the establishment of operations to process and distribute polycarbonate lenses at the laboratory level.

We continue to experience diminishing sales of lenses made from glass as the lens market continues to move toward polycarbonate and hard-resin plastic lenses.  We produce semi-finished glass multi-focal and finished and semi-finished single-vision glass lenses at our Jakarta facility.  In 2001, we transferred the production of specialty glass lens products from our former St. Cloud, Minnesota production facility to the Jakarta facility.   We complete our product offerings through sourcing of hard-resin plastic lenses from a low cost manufacturer in Southeast Asia. This sourcing arrangement allows Vision-Ease to focus manufacturing capabilities on higher-margin products while offering a complete line of lens products at cost competitive prices.

In January 2002, Optical Products completed the sale of its Optifacts division to Essilor of American, Inc. of Dallas, Texas.  Optifacts is a developer and distributor of software used in the ophthalmic lens industry, including lab management software used by a number of retail and wholesale optical laboratories.  In connection with the sale of Optifacts, Vision-Ease retained rights to license Optifacts software for laboratory operations and other internal purposes.  We used the proceeds of the Optifacts sale to repay debt.

Intellectual Property.  Vision-Ease holds several patents protecting certain products and manufacturing processes.  These patents have expiration dates ranging from 2002 to 2019.  Vision-Ease has built a strong patent position in certain product categories, including polycarbonate polarizing and photochromic lenses and production processes. We believe the loss of any single patent would not have a material adverse effect on our business as a whole.  We believe that improvement of existing products and processes, the development of new lens products and a reliance on trade secrets and unpatented proprietary know-how are as important as patent protection in establishing and maintaining our competitive position.  At the same time, we continue to seek patent protection for our products and processes on a selective basis.  There can be no assurance, however, that any issued patents will provide substantial protection or commercial value.  We require our consultants and employees to agree in writing to maintain the confidentiality of our information and, within certain limits, to assign to us any inventions, and any patent or other intellectual property rights, relating to our business.  We own several trademarks, including SunRx®, Tegra®, Diamonex®, Vivid™, Outlook™, Continua™ and SunSport®.  As part of our marketing strategy to build sales of branded products, we have increased our use of trademarks during the past few years.  Although there are no assurances as to the strength or scope of our trademarks, we believe that these trademarks have been and will be useful in developing and protecting market recognition for our products.  In addition, we have an Intellectual Property program that enhances our ability to identify and protect intellectual property from the development stage through the life of our products and processes.

The Optical Products group dedicates the significant portion of its process and product research and development resources in polycarbonate lens and higher margin, value-added product development.  These investments resulted in the achievement of a significant milestone in December 2001 with the issuance of U.S. Patent No. 6,328,446 covering technology inclusive of our proprietary polarizing product as well as our proprietary photochromic polycarbonate lenses, which are scheduled for availability in the third quarter of 2002.  This patent covers technological advances in the design and manufacture of premium polycarbonate sunwear.  This patent adds to a growing intellectual property portfolio and represents our commitment to leading the industry in the development of premium polycarbonate products and related film technologies.  We intend to continue making significant investments in product and process design and development for all lens materials as well as leverage our core technologies to diversify into new and non-optical products.

Competition.  The ophthalmic lens industry is highly competitive.  We compete principally on the basis of product offerings, pricing, product quality and customer service.  Vision-Ease is the third largest ophthalmic lens manufacturer and distributor in North America, with a substantially smaller share of the global lens market.  Our largest competitors are Essilor International and Sola International Inc., who have a combined share of approximately 70% of the ophthalmic lens sales in North America and 50% of the world-wide lens market.  Many of our competitors, particularly Essilor and Sola, have greater financial resources than Vision-Ease with which to fund research, development and capital expenditures.  These competitors also own and operate a substantial number of domestic vertically integrated wholesale laboratories.

In addition to direct competition with other manufacturers of eyeglass lenses, we compete indirectly with manufacturers of contact lenses and providers of medical procedures for the correction of visual impairment.  Contact lenses are not, however, perfect substitutes for lenses because of the difficulty of developing progressive or bifocal contact lenses for presbyopia.  In addition, contact lens wearers also tend to own eyeglasses or sunwear.  A number of companies have developed, or are developing, surgical equipment or implants used to correct refractive error, including myopia, hyperopia and astigmatism.  These procedures are ineffective at correcting presbyopia, which affects the vast majority of people above the age of 45, and is a major cause of demand for Vision-Ease's progressive and other multi-focal lenses.  There can be no assurance, however, that current medical procedures, or ones developed in the future, will not materially impact demand for our lenses.

Raw Materials.  Vision-Ease procures raw materials from multiple suppliers.  There are multiple domestic and foreign sources of polycarbonate resin. We obtain hard-resin plastic lenses from a single source in Southeast Asia.    In addition, we source film used in the production of polarizing lenses from a single source in Japan.  The importation of raw materials and products into and out of foreign territories is subject to certain trade restrictions imposed by foreign and United States trade regulations that could result in the disruption of supply.  Although we do not anticipate any disruption to our supply of raw materials or lenses produced or sourced outside the U.S., the inability to obtain these supplies could have a material adverse effect on Vision-Ease's results of operations.

Backlog and Inventory.  Due to the importance in the ophthalmic lens industry of rapid turnaround time from order to shipment, the backlog of sales orders is not material.  We maintain a significant amount of inventory, however, in order to satisfy the rapid response time and complete product offerings in glass, hard resin plastic and polycarbonate demanded by our customers.

Seasonality.  Earnings are generally lower in the first quarter due to the seasonality of eyewear, the end product of our lenses.

Employees.  As of March 18, 2002, Vision-Ease had approximately 1,637 employees in the United States, Europe and Indonesia.  None of the employees in the United States are represented by labor unions.  In compliance with local laws, production employees in Europe and Indonesia are represented by labor unions.  Labor relations are considered to be good at all operations and there have been no significant labor disputes in this group's history of operations.

Environmental

As part of our manufacturing processes in both Buckbee-Mears and Optical Products, we use hazardous chemical substances that must be handled in accordance with federal, state, local and foreign environmental and safety laws and regulations.  These processes also generate wastewater and wastes, some of which are classified as hazardous under applicable environmental laws and regulations.  The wastewater is treated using on-site wastewater treatment systems.  We employ systems for either disposing of wastes in accordance with applicable laws or regulations or recycling the chemicals we use through the manufacturing process.  Environmental and other government agencies monitor the wastes and the wastewater treatment systems to ensure compliance with applicable standards.  Although we attempt to operate within all applicable laws and follow sound environmental procedures, environmental regulations place responsibility for waste on the generator even after proper disposal.   There can be no assurance, therefore, that we will not incur future liability for waste disposal despite our best efforts.  As of March 18, 2002, we were involved in a total of eight (8) environmental investigations and/or remedial actions in which final settlement had not been reached, of which one (1) relates to a discontinued operation, five (5) relate to Buckbee-Mears operations and two (2) relate to Optical Products operations.

To the extent possible with the amount of information available at this time, we have evaluated our responsibility for costs and related liability with respect to these investigations/remedial actions, have recorded accruals for our estimated liability in accordance with generally accepted accounting principles, and are of the opinion that our liability with respect to these matters should not have a material adverse effect on our financial position or the results of our operations.  In arriving at this conclusion, we have considered, among other things, historical costs to address these matters; 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, if known; existing technology; and currently applicable laws and regulations.  A portion of the costs and related liability for certain matters has been or will be covered by insurance or third parties.

We estimate that Buckbee-Mears incurred approximately $5.3 million in 2001 and $5.4 million in 2000 on expenditures, including capital expenditures, related to efforts to comply with applicable laws and regulations regulating the discharge of materials into the environment or otherwise relating to the protection of the environment.  We anticipate that Buckbee-Mears will spend approximately $5.2 million in 2002 and $1.0 million in 2003 on capital expenditures for environmental control facilities and response costs.  Vision-Ease incurred approximately $0.2 million in 2001 and $0.1 million in 2000 on expenditures, including capital expenditures, related to efforts to comply with applicable laws and regulations regulating the discharge of materials into the environment or otherwise relating to the protection of the environment.  We estimate that Vision-Ease will make approximately $0.1 million in capital expenditures for environmental control facilities during each of 2002 and 2003.

(d)        Financial Information About Geographic Areas.

Financial information about our operations in different geographic areas for the three most recent fiscal years appears on page 43.

(e)        Risk Factors

Restructuring.  BMC suffered a financial loss in 2001 and, partly in response, is exiting the computer monitor mask business, consolidating its manufacturing facilities and reducing its number of employees and other costs significantly, leading to restructuring related charges to earnings of $6.0 million in 2001. We expect additional charges of $2.0 to $3.0 million relating to closure of the Azusa facility in the first quarter of 2002. It is possible that additional cost-reduction or other restructuring related measures will be needed that could require additional charges to future earnings.

Adoption of SFAS No. 142.  In assessing the recoverability of BMC's goodwill and other intangible assets, we are required to 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, BMC may be required to record impairment charges for these assets not previously recorded.  Effective January 1, 2002, BMC will adopt Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, and will be required to analyze its goodwill for impairment issues during the first six months of fiscal 2002, and on a periodic basis thereafter.  BMC did not record any impairment losses related to goodwill and other intangible assets during the year-ended December 31, 2001.  Based on preliminary analysis, however, we anticipate that Optical Products will incur a goodwill impairment write-off between $35 million and $50 million on implementation of SFAS No. 142.  Further charges may be necessary in the future.

Pricing and Margins.  Many market and economic factors, as well as internal operating performance, have adversely affected, and could continue to affect, our financial performance and projected future results. Since each of our operations supply components to manufacturers of end products, imbalances in supplies and demand at all levels of product distribution could have, and in some instances have had, a significant impact on our pricing and margins.  Capacity expansions by aperture mask manufacturers helped create this type of imbalance in the mask market a few years ago, which resulted in pricing pressures that continue to impact pricing.  In addition, margins are affected by the need to develop new technology. Our ability to meet the market demand for new products in a timely fashion requires the investment of resources, which, coupled with pricing pressures, decrease our margins. To offset these pressures and costs, we have implemented several cost reduction measures and are pursuing sales of higher margin products and have taken major steps to reduce our fixed and variable costs in all of our operations, including the transfer of additional lens manufacturing to our Jakarta facility and yield improvement initiatives.  These efforts may not be enough to improve revenues, operating performance or margins.

Reliance on key customers.  Both Optical Products and Mask Operations rely on sales to key customers for a large share of sales.  The loss of any of these customers could have a material adverse effect on our results of operations.  Although we strive to differentiate our products and services from those of the competition, we may lose customers due to vertical integration of these customers into competitors.

Competition/New Product Development and Introduction.  Each of our operations faces competition from other companies in the same technology as well as competition with alternative technologies.  As a result, we invest significantly in new product development.  Vision-Ease has invested substantial resources toward new lens offerings, particularly in polycarbonate.  These efforts have resulted in many new products that have experienced success to date, including our Tegra® high-performance polycarbonate product line, Outlook™ progressive lenses, and polarizing sunwear. Buckbee-Mears continues its efforts to develop new high-volume product opportunities.  In addition, Buckbee-Mears will continue to dedicate resources towards development of HDTV and multimedia masks.  We must develop these and other new products and technologies at competitive prices and quality in order to compete in each of the markets we serve.  There are no assurances, however, that we will succeed in these efforts, that competitors will not develop better quality and less expensive products, that we will develop or introduce new products within our anticipated time schedule or that alternative technologies, such as laser eye surgery, will not replace our products.

Litigation.  We are subject to the normal risks of litigation and other proceedings that affect business operations, including environmental liability for past or present environmental practices, product liability, workers' compensation and personal injury.  Although we do not anticipate that any claims will result in liability that could have a materially adverse effect on our financial condition and results of operations, there are no assurances that we will not incur such liability in the future given the uncertainty of litigation.

Sources of Supply.  The primary raw material used to produce a mask is steel.  The primary raw materials used to manufacture optical products are polycarbonate resin, glass blanks and plastic resins. Significant changes in the markets for these materials, including pricing and availability, could have a material adverse impact on our financial results.   In addition, since Optical Products obtains the majority of its hard-resin plastic lenses from a foreign supply arrangement and its glass and a portion of its polycarbonate lenses from its Jakarta operations, factors affecting these suppliers' ability to meet our demand for these products could have a material adverse impact on our results of operation.

Foreign Currency.  We transact business in currencies other than U.S. dollars.  The primary currencies used include the German mark, the euro, Japanese yen, British pound, Canadian dollar, Hungarian forint and Indonesian rupiah.  Our primary competitors in the mask market are located in Japan.  Changes in the currency exchange rates between the U.S. dollar and the German mark compared to the Japanese yen affect Mask Operations' pricing competitiveness.  Although we take steps to reduce this risk through cross-currency swaps and other hedging transactions, we are subject to the risk of adverse fluctuations in currency exchange rates, which may result, and have resulted, in pricing pressures and reductions in profitability due to currency conversion or translation.

International Markets.  Buckbee-Mears has a manufacturing facility located in Mullheim, Germany and an aperture mask inspection facility in Tatabanya, Hungary. Vision-Ease has optical lens laboratory operations in Europe, a supply arrangement with hard-resin plastic lens manufacturer in Southeast Asia, and a joint venture in Indonesia for glass and polycarbonate lens manufacturing.  In addition, we have many international customers and are dedicating significant resources to increase business with international customers at all of our operations.  Our international operations and sales could be adversely affected by governmental regulations, political instability, economic changes or instability and competitive conditions in other countries in which, and with which, we conduct business.  Economic difficulty has been experienced in Asia during the recent past and globally during the past year, which serves as an example of international conditions that can adversely affect financial performance.  Future downturns in the global economy or in certain areas of the world could affect our operations without advance warning.  Further, there are no assurances that our efforts to grow our business, such as penetration of polycarbonate lens sales in Europe through laboratory operations, will be successful.

Item 2.  Properties

The following table sets forth certain information regarding our principal production facilities:

Location		Principal Use	Approximate Square Feet of Space
Owned:
	Mullheim, Germany	Buckbee-Mears - Manufacturing of aperture masks and precision photo-etched metal and electroformed products	170,000
	Cortland, NY	Buckbee-Mears - Manufacturing of aperture masks and precision photo-etched metal and electroformed products	363,000
	Tatabanya, Hungary	Buckbee-Mears - Inspection of aperture masks	45,000
	Ramsey, MN	Optical Products - Manufacturing of polycarbonate lenses, centralized distribution and research and development	150,000
	Jakarta, Indonesia	Optical Products - Manufacturing of glass and polycarbonate lenses	66,000
Leased:
	St. Paul, MN	Buckbee-Mears - Manufacturing of precision photo-etched metal and electroformed parts	118,405
	Azusa, CA	Optical Products - Manufacturing of polycarbonate lenses and distribution	120,000

We lease approximately 14,000 square feet in suburban Minneapolis, Minnesota for our corporate headquarters.  We also lease approximately 10,939 square feet in Brooklyn Park, Minnesota for our Vision-Ease headquarters; however, we will vacate that location in 2002 and consolidate personnel at BMC's headquarters in Minneapolis.  We lease approximately 82,000 square feet for customer service, administration and distribution in St. Cloud, Minnesota pursuant to a lease that expires in 2005.  Our plant lease in St. Paul expires in February 2004.   Vision-Ease has the option to purchase the Azusa facility for $1.00 at anytime.  We anticipate that Vision-Ease will exercise this option and sell the Azusa property in connection with the facility closure and transfer of operations to Ramsey and Jakarta.  We believe our existing facilities are sufficient to meet our current and foreseeable production and other needs.

In addition to the properties listed above, we operate other smaller domestic and international warehouse, distribution, laboratory and administrative offices. For additional information concerning our leased properties, see Note 8 to Notes to Consolidated Financial Statements on page 34.

Item 3.  Legal Proceedings

With regard to certain environmental and other legal matters, see Item 1(c) "Narrative Description of Business - "Buckbee-Mears - Environmental" and "Optical Products - Environmental" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Other than as noted above, there are no material pending or threatened legal, governmental, administrative or other proceedings to which we are a party or of which any of our property is subject.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by the report.

Item 4A.  Executive Officers of the Registrant

The names and ages of our executive officers, all of whose terms expire in May 2002, the year first elected or appointed as an executive officer and the offices held as of March 18, 2002 are listed below:

Name (Age)	Date First Elected or Appointed as an Executive Officer	Title
Paul B. Burke (46)	August 1985	Chairman of the Board and Chief Executive Officer
Bradley D. Carlson (37)	September 1999	Treasurer
Jon A. Dobson (35)	December 1997	Vice President, General Counsel and Secretary
Curtis E. Petersen (49)	December 2001	Senior Vice President and Chief Financial Officer

There are no family relationships between or among any of the executive officers.  Executive officers are elected by the Board of Directors for one-year terms, commencing with their election at the first meeting of the Board of Directors immediately following the annual meeting of stockholders and continuing until the next such meeting of the Board of Directors.

Except as indicated below, the executive officers have not changed their principal occupations or employment during the past five years.

Mr. Burke is also a director of BMC.  Mr. Burke joined BMC as Associate General Counsel in June 1983, and became Vice President, Secretary and General Counsel in August 1985.  In November 1987, he was appointed Vice President, Ft. Lauderdale Operations of the Vision-Ease division and in May 1989, he was appointed President of Vision-Ease.  In May 1991, Mr. Burke was elected President and Chief Operating Officer of BMC, and in July 1991, he became President and Chief Executive Officer.  Mr. Burke was appointed Chairman of the Board in May 1995.

Mr. Carlson joined BMC in September 1999 as Treasurer.  From July 1992 to September 1999, Mr. Carlson held various positions with Northwest Airlines, Inc., a commercial air travel carrier, most recently as Director of Corporate Finance.  Mr. Carlson served as an Associate with Kidder Peabody, Inc., an investment banking firm, in 1991 and as a Corporate Finance Analyst with Dain Rauscher Incorporated, an investment banking firm, from December 1987 to June 1990.

Mr. Dobson joined BMC in April 1995 as Director of Legal Services.  In December 1997, he was appointed General Counsel and Secretary.  In November 1999, Mr. Dobson was appointed Vice President of Human Resources, General Counsel and Secretary.  In November 2001, he was appointed Vice President, General Counsel and Secretary.  Prior to joining BMC, Mr. Dobson was an associate with Lindquist & Vennum PLLP, a Minneapolis law firm, practicing exclusively in corporate and securities law.

Mr. Petersen joined BMC in August 2001 as Executive Vice President, Finance and Administration, of the Optical Products group.  In December 2001, he was appointed Senior Vice President and Chief Financial Officer of BMC.  Prior to joining BMC, Mr. Petersen served as Senior Vice President and Chief Financial Officer of Rivertown Trading Company, a retail catalog producer, and later of Target.Direct.Inc., an internet-based retailer, from September 1996 to March 2001.  Prior to that, he served in numerous executive positions in finance, accounting and operations with Rosemount, Inc., a division of Emerson Electric Company, a process instrumentation manufacturer, and Diversified Energies, Inc., a holding company with interests in natural gas, prior to its merger into Arkla, Inc.

Part II

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters

BMC's common stock is traded on the New York Stock Exchange under the ticker symbol "BMM".  The table below sets forth the high and low reported sales prices of BMC stock by quarter for the years 2001 and 2000.  At March 18, 2002, there were approximately 1,100 stockholders of record.

				Price
	Dividends Per Share			High			Low
2000
First Quarter	$	.0150	$		6.19	$		4.56
Second Quarter	.0150				6.00			3.69
Third Quarter	.0150				6.88			4.19
Fourth Quarter	.0150				7.00			4.63
2001
First Quarter	$	.0150	$		5.85	$		5.00
Second Quarter	.0150				6.28			4.40
Third Quarter	.0150				5.25			2.00
Fourth Quarter	.0025				3.05			1.69

We expect to continue our policy of paying regular cash dividends, although there is no assurance as to future dividends because they are dependent on future earnings, capital requirements, financial condition and are subject to certain restrictions in our revolving domestic credit facility.

Item 6.  Selected Financial Data

The following selected financial data is derived from the consolidated financial statements of the Company and should be read in conjunction with the consolidated financial statements, related notes, and other financial information included herein.

HISTORICAL FINANCIAL SUMMARY

(in thousands, except per share amounts, percentages and ratios)

Years Ended December 31		2001			2000			1999			1998			1997
Summary of Operations
Revenues	$	302,296		$	354,485		$	353,854		$	335,138		$	312,538
Cost of products sold		276,999			300,795			305,592			297,995			244,468
Gross margin		25,297			53,690			48,262			37,143			68,070
Selling and administrative expenses		21,948			22,552			23,352			20,675			16,012
Non-recurring charges		6,218			--			--			--			--
Impairment of long-lived assets		--			--			--			42,800			--
Acquired in-process research and development		--			--			--			9,500			--
Earnings (loss) before interest, other income and income taxes		(2,869	)		31,138			24,910			(35,832	)		52,058
Interest expense, net		(11,244	)		(12,833	)		(13,099	)		(13,374	)		(1,065	)
Other income		883			2,838			1,036			522			209
Earnings (loss) before income taxes		(13,230	)		21,143			12,847			(48,684	)		51,202
Income tax expense (benefit)		9,370			6,243			5,023			(18,049	)		15,481
Net earnings (loss)	$	(22,600	)	$	14,900		$	7,824		$	(30,635	)	$	35,721
Earnings (Loss) Per Share
Basic	$	(0.83	)	$	0.54		$	0.29		$	(1.13	)	$	1.30
Diluted		(0.83	)		0.54			0.28			(1.13	)		1.25
Number of shares included in per share computation
Basic		27,205			27,396			27,299			27,014			27,583
Diluted		27,205			27,623			27,710			27,014			28,530
Cash Flow
Cash dividends declared per share	$	0.0475		$	0.06		$	0.06		$	0.06		$	0.06
Depreciation and amortization expense		23,807			23,990			23,280			21,014			13,349
Net cash provided by operating activities		17,256			36,637			33,485			26,948			14,667
Capital expenditures		14,134			11,929			13,157			21,427			75,110
Financial Position
Working capital	$	70,253		$	95,322		$	88,833		$	94,971		$	74,914
Property, plant and equipment, net		131,541			139,499			151,238			162,594			182,382
Total assets		331,746			373,804			383,553			399,465			319,407
Total debt		142,168			145,016			168,262			189,195			74,565
Stockholders' equity		116,511			146,798			136,422			133,257			178,752
Statistics and Ratios
Current ratio		2.3			2.5			2.5			2.7			2.6
Total debt to equity ratio		1.2			1.0			1.2			1.4			0.4
Earnings (loss) before interest, other income and income taxes, as a percentage of revenues		(0.9)	%		8.8	%		7.0	%		(10.7	)%		16.7	%
Return on average equity		(17.2)	%		10.5	%		5.8	%		(19.6	)%		22.1	%
Book value per share	$	4.33		$	5.36		$	4.98		$	4.90		$	6.43

Selected Quarterly Data
(Unaudited, in thousands, except per share amounts)

		First Quarter		Second Quarter			Third Quarter			Fourth Quarter			Total Year
2001
Revenues	$	85,760	$	78,720		$	73,339		$	64,477		$	302,296
Gross margin		11,456		11,957			2,553			(669	)		25,297
Net earnings (loss)		2,046		(7,451	)		(4,146	)		(13,049	)		(22,600	)
Earnings (loss) per share
Basic		0.07		(0.27	)		(0.15	)		(0.48	)		(0.83	)
Diluted		0.07		(0.27	)		(0.15	)		(0.48	)		(0.83	)
Number of shares included in computation:
Basic		27,398		27,393			27,101			26,933			27,205
Diluted		27,633		27,393			27,101			26,933			27,205
2000
Revenues	$	88,751	$	94,237		$	90,179		$	81,318		$	354,485
Gross margin		12,064		15,891			12,649			13,086			53,690
Net earnings (loss)		2,301		5,475			2,737			4,387			14,900
Earnings (loss) per share
Basic		0.08		0.20			0.10			0.16			0.54
Diluted		0.08		0.20			0.10			0.16			0.54
Number of shares included in computation:
Basic		27,384		27,401			27,399			27,400			27,396
Diluted		27,599		27,582			27,645			27,669			27,623

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, made up of Mask Operations and Micro-Technology Operations, and Optical Products (operating under the Vision-Ease trade name).  Buckbee-Mears is a leading manufacturer of high-volume precision products for the entertainment, optical, high-tech, medical, defense and aerospace industries.  Optical Products is a leading producer of polycarbonate, glass and plastic eyewear lenses. 

Net revenues of $302.3 million for 2001 represent a decrease of 15% from the $354.5 million in 2000.  The decline in revenue during 2001 was attributable to decreases in both divisions.  Buckbee-Mears group sales decreased 20% in 2001 due to a contracted market environment for computer monitors and for television sets, exacerbated by continued excess inventory in the picture tube supply chain.  Optical Products revenues were impacted by capacity constraints in the beginning of the year, which affect revenue generation, and a noticeable decline in sales following the events of September 11, 2001.

Net loss and diluted loss per share for 2001 were ($22.6) million and ($0.83), respectively, compared to net earnings and diluted earnings per share of $14.9 million and $0.54, respectively, for 2000.

Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses BMC's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent 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 under different assumptions or conditions.

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.

Bad Debt

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.

Inventory

The Company reduces the stated value of its inventory for 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 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.

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 will adopt Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, and will be required to analyze its goodwill for impairment issues during the first six months of fiscal 2002, and on a periodic basis thereafter.  During the year ended December 31, 2001, the Company did not record any impairment losses related to goodwill and other intangible assets.

Based on preliminary analysis, the Company anticipates that its Optical Products segment will incur a goodwill impairment write-off between $35 million and $50 million on implementation of SFAS No. 142.  This write-off will be reflected as a cumulative effect of a change in accounting principle in the Company's statement of operations.  Additional discussion is included in this Management Discussion and Analysis on page 22.

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 quarterly and assesses the need for additional valuation allowances or reduction of existing allowances quarterly.  During the year ended December 31, 2001, the Company recorded $14.5 million of valuation allowances related to its net deferred tax assets.

 Restructuring Initiatives

Beginning in the fourth quarter 2001 and continuing into first half of 2002, the Company has been executing significant restructuring initiatives in both the Buckbee-Mears and Optical Products business groups.

The Buckbee-Mears group's Mask Operations will exit the computer monitor segment of the aperture mask business and Micro-Technology Operations will be completely restructured by selling or consolidating into its other facilities all operations currently located in St. Paul, Minnesota, by reorganization of employees devoted to new sales initiatives and by rationalization of product offerings.  These actions have resulted, and will result, in staffing reductions at all three of the group's manufacturing sites, including Cortland, New York, Mullheim, Germany and St. Paul.

The Optical Products group will discontinue certain Vision-Ease product development activities, discontinue or phase-out certain Vision-Ease product categories and close its production facility in Azusa, California resulting in a consolidation of the Optical Products group's operations into two facilities.  Additional polycarbonate lens manufacturing capacity will be transferred to the Jakarta, Indonesia plant and polarized lens manufacturing will be consolidated in the Ramsey, Minnesota facility.  In first quarter 2002, the Company expects to record additional restructuring expenses of approximately $2.0 to $3.0 million related to the closure of the Azusa facility.

Results of Operations

The following discussion and analysis examines the operating results of the Company's two business segments.  As used herein, "operating profit" refers to operating profit before non-recurring charges, administrative expense and interest, as shown in Note 12 to the Consolidated Financial Statements - Segment Information.

Revenues and Operating Profit

Buckbee-Mears

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.  Micro-Technology Operations revenue declined 34% from 2000 as the Company's customers reacted to slow demand in the semiconductor, automotive and telecommunications segments.

Buckbee-Mears group revenues for 2002 are expected to decrease approximately $25 to $35 million as a result of exiting the computer segment of the aperture mask business.

Operating profit for Buckbee-Mears was $5.1 million for 2001, before non-recurring charges of $5.0 million, a decrease of $20.0 million from 2000.  The operating margin was 3% of revenues for 2001 compared to 12% for 2000.  The decrease in operating profit is 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 under-absorption of costs also had negative impacts on operating profits and margins.  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.  Operating profit was also impacted by costs incurred as a result of restructuring initiatives commencing in the fourth quarter.  Inventory write-offs of $2.6 million and other asset write-downs of $1.4 million were recorded as a result of the decision to exit the computer monitor mask business and to sell or consolidate into other facilities operations currently located in St. Paul, Minnesota.  The effect of foreign currency translation had a nominal impact on the group's operating profit.

Comparison of 2000 and 1999.  Buckbee-Mears group revenues were $214.9 million for 2000, a decrease of  $3.0 million or 1% from 1999.  Excluding the impact of foreign currency translation, revenues would have increased 3% over 1999.  Sales of large (24-29 inches) and jumbo (30 inches and larger) entertainment masks were up 11% and 10%, respectively, over 1999 levels as a result of increased demand, particularly in Europe, for flat and widescreen (16:9 format) televisions.  In addition to the shift to larger sizes, the group experienced a favorable sales mix shift with invar (nickel alloy) entertainment mask sales up 25% and standard AK steel entertainment mask sales down 6%.  Computer monitor mask sales decreased 10% compared to 1999, largely offsetting the higher entertainment mask sales.  Sales of monitor masks were negatively impacted by year-over-year price reductions and the Company's decision to utilize monitor mask production capacity for HDTV and other higher-margin entertainment products, thus displacing monitor volumes.  Micro-Technology Operations revenue declined 22% from 1999 as the Company has continued to redirect the efforts of this group toward new, strategic markets.

Operating profit for Buckbee-Mears was $25.1 million for 2000, an increase of $1.2 million from 1999.  The operating margin was 12% of revenues for 2000 compared to 11% for 1999.  The increase in operating profit is primarily due to product cost reductions derived from yield improvements and automated inspection equipment installed in 2000, and the favorable sales mix shift to larger sized and invar steel entertainment masks.  In addition, Mask Operations restarted an idle entertainment mask line at the Company's Cortland, New York facility at the end of the year which provided some additional absorption of the group's fixed overhead.  Partially offsetting these favorable variances were continued pricing pressures in the mask business, particularly for monitor masks, and lower profits from Micro-Technology Operations.  The group continued to invest in 2000 in the engineering, and sales and marketing infrastructure needed to drive future growth in new Micro-Technology products and market segments.  The effect of foreign currency translation had a nominal impact on the group's operating profit.

Optical Products

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 profit of Optical Products was $3.3 million for 2001, excluding non-recurring charges of $1.2 million, a decrease of $8.1 million or 71% from 2000.  The decrease in margin was due in part to reductions in sales of higher margin premium products and higher production costs related to under absorbed fixed costs.  Operating profit was also impacted by costs incurred as a result of restructuring initiatives commencing in the fourth quarter of 2001.  Inventory write-offs of $1.0 million and other asset write-downs of $1.0 million were recorded for discounted or phased-out product categories.

The Company is currently in the process of closing the Azusa California polycarbonate operation and moving that manufacturing capacity to Ramsey, Minnesota and Jakarta, Indonesia.  As discussed earlier, restructuring charges of approximately $2.0 to 3.0 million will be recorded in first quarter 2002.  Fixed overhead costs and product costs should be reduced as the result of these moves.

Comparison of 2000 and 1999.  The Optical Products group sales were $139.6 million for 2000, an increase of $3.6 million or 3% from 1999.  The increase was due to a 20% increase in sales of high-end, value-added products (which the Company defines as polycarbonate, progressive and polarizing sun lenses).  Sales of high-end products accounted for 63% of total Optical Products group revenue in 2000 compared to 55% in 1999.  Sales of Tegra® coated polycarbonate lenses and Outlook™ progressive polycarbonate lenses in 2000 grew 176% over 1999.  Sales of the Company's polarized polycarbonate sun lenses also grew significantly in 2000 with SunRx® (prescription) and SunSport® (non-prescription or plano) revenues in 2000 increasing 66% and 64%, respectively, over sales in 1999.

Partially offsetting the increases reported for high-end products were declines in glass and plastic lens sales.  Sales of plastic product decreased 18% and glass sales decreased 17%, due primarily to overall market dynamics in these product categories and difficulties the Company experienced in obtaining plastic lenses from its OEM supplier.

Operating profit of Optical Products was $11.4 million for 2000, an increase of $5.7 million or 99% from 1999.  Operating margin was 8% of net sales for 2000 compared to 4% in 1999.  The operating margin increase in 2000 was primarily due to the favorable sales mix shift to high-end, value-added products experienced in 2000.  In addition, 1999 results were negatively impacted by poor product cost performance and product line integration costs.

Selling Expenses

Selling expenses were $16.9 million, $17.2 million and $18.7 million or 5.6%, 4.8% and 5.3% of revenues for 2001, 2000 and 1999, respectively. The decrease in 2001 is 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.  Optical Products group selling expenses were even with 2000.  The increase in selling expense as a percentage of sales was primarily due to the decrease in sales compared to prior years.

Administrative Expenses

Administrative expenses were $5.0 million, $5.4 million and $4.7 million or 1.7%, 1.5% and 1.3% of revenues for 2001, 2000 and 1999, respectively.  The decrease in administrative expenses in 2001 is due primarily to performance-based employee incentive benefits incurred in 2000 tied to the Company's earnings, which were not paid in 2001.  In addition to the incentive benefits, expenses for 2000 were higher than 1999 due to expenses related to filled positions in 2000, which were open in 1999.  The increase in expenses as a percentage of sales in 2001 is primarily due to the decrease in sales.

Interest Expense (Income)

Interest expense was $11.8 million, $13.1 million and $13.4 million for 2001, 2000 and 1999, respectively.  Interest income was $0.5 million, $0.3 million and $0.3 million for 2001, 2000 and 1999, respectively.  Interest expense in 2001 was lower than 2000 due to lower overall debt levels throughout the year and lower interest rates in 2001.  Interest expense in 2000 was down slightly from 1999 due to lower debt levels, partially offset by higher interest rates in the second half of the year.

Income Taxes

The Company's effective tax rate, exclusive of deferred tax asset valuation reserve adjustments, was 39%, 30% and 39% in 2001, 2000 and 1999, respectively.  The 2001 tax rate was higher than the 2000 rate due to the Company's domestic and foreign earnings mix.  The 2000 tax rate was lower than the 1999 rate due to the Company's domestic and foreign earnings mix, ongoing tax initiatives and a statutory rate reduction in Germany.

Realization of the Company's net deferred tax asset is dependent on future taxable income.  During 2001, the Company established a deferred tax asset valuation reserve of $14.5 million, the effect of which increased income tax expense.  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 2001, the Company continued payment of cash dividends to shareholders.  Cash dividends of one and one-half cents per share were declared in first, second and third quarter of 2001 and one-quarter cent per share in fourth quarter 2001.  The Company currently expects to continue dividend payments in 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.  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.

Financial Position and Liquidity

Working capital was $70.3 million and the current ratio was 2.3 at December 31, 2001, compared to $95.3 million and a current ratio of 2.5 at December 31, 2000.  Accounts receivable balances decreased $10.6 million compared to 2000 due primarily to lower sales in both segments and factoring of foreign receivables at Buckbee-Mears at the end of the year.  Inventory levels were lower than 2000 despite lower sales due to extended shut downs in Buckbee-Mears' mask operations in third and fourth quarters and a two-week shut down of the Optical Products Azusa facility in December.  In addition, initiatives to manage steel purchases in the mask operations reduced the raw materials inventory balances.  Accounts payable and other liabilities decreased primarily due to lower raw materials purchases and lower incentive benefits accruals in 2001 compared to extended payment terms with certain vendors at Buckbee-Mears and a higher level of expense accruals at the end of 2000.

At December 31, 2001, the Company had $142.2 million in debt and the ratio of total debt to total equity was 1.2.  The $2.8 million reduction in debt was due to management of and reduction in the Company's working capital in 2001.  At December 31, 2000, the Company had $145.0 million in debt and the ratio of total debt to total equity was 1.0.   The $23.3 million reduction in debt during 2000 was due primarily to improved working capital utilization and cash generated from operations.

In 2001, the Company generated $17.3 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 $36.6 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.  The Company generated $33.5 million of cash flow from operating activities in 1999, which was used primarily for debt reduction totaling $20.9 million and property, plant and equipment additions totaling $13.2 million.

Capital spending in 2002 is planned to be approximately $12.0 million.  It is currently anticipated that 2002 capital expenditures will be financed primarily with funds from operations.

During 2001, the Company amended its current revolving domestic credit agreement (the Agreement), which expires in 2003.  The Amendment to the Agreement provided for the conversion of certain previously outstanding revolving loans to term loans and permanently reduced the aggregate commitment under the Agreement from $220 million to $185 million.  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 domestic receivables, inventories and machinery and equipment, as well as a mortgage on its real property located in Ramsey, Minnesota.  As of December 31, 2001, there was $141.0 million outstanding under this facility.  The Company's German subsidiary maintains short-term and long-term credit facilities with available credit of $16.5 million at December 31, 2001.  The Company believes that internally generated funds and unused financing sources will be adequate to meet the Company's financing requirements for 2002.  The Company was in compliance with all covenants under the Agreement at December 31, 2001.

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 German mark (DM/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 utilizes 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, 2001, the Company had no outstanding foreign currency forward-exchange contracts.

At December 31, 2000, the Company had approximately 19.8 million DM of outstanding foreign currency forward-exchange contracts to exchange U.S. dollars for German marks at a set exchange rate.  In addition, at December 31, 2000, the Company had approximately 15 billion rupiah of outstanding foreign currency forward-exchange contracts to exchange U.S. dollars for Indonesian rupiah at a set exchange rate.  At December 31, 2000, the Company's German subsidiary had approximately $5.9 million of outstanding foreign currency forward-exchange contracts to sell U.S. dollars for German marks at a set exchange rate.

In August 1999, the Company entered into a cross-currency swap that provided for the Company to swap a total of $10.0 million of notional debt for the equivalent amount of Japanese yen-denominated debt.  Under this swap, the Company also effectively swapped a floating U.S. dollar-based interest rate for a floating Japanese yen-based interest rate.  Under mark-to-market accounting, the Company recorded as Other Income a foreign exchange gain of $0.6 million in 2000 and a loss of $1.2 million in 1999 for this swap agreement.  This swap agreement was closed out in May 2000.  The Company does not currently have any cross-currency swaps outstanding, but continually monitors its foreign currency position.

In January 1999, the Company entered into a cross-currency swap, which provided for the Company to swap a total of $10.0 million of notional debt for the equivalent amount of Japanese yen-denominated debt.  This swap agreement was closed out in May 1999.  The Company recorded as Other Income a foreign exchange gain of $0.5 million in 1999 related to this swap.

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 or loss was not material in 2001 or 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 $26.1 million and $27.6 million at December 31, 2001 and 2000, 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 $2.4 million and $2.5 million in 2001 and 2000, respectively.  The loss, if incurred, would be recorded as a charge to Accumulated Other Comprehensive Income (Loss).

During 2001 and 2000, the U.S. dollar strengthened against the 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 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 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 DM/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, 2001, $50 million of these swaps remained outstanding with the swaps expiring in May 2003 and June 2003.

A hypothetical 100 basis point increase in interest rates would result in a $0.9 million and $0.7 million adverse impact on interest expense in 2001 and 2000, respectively.

New Accounting Standards

In July 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations.  SFAS No. 41 eliminates the pooling-of-interest method and requires the purchase method of accounting on all business combinations completed after June 30, 2001.  This pronouncement was effective for any business combination that is completed after June 30, 2001 and had no impact on the Company's current financial statements.

Also in July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets.  Under SFAS No. 142, goodwill and intangibles assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statement, with a transitional impairment test required to be completed by the end of the second quarter 2002.  The Company has adopted this statement as of January 1, 2002.  Application of the non-amortization provisions of the statement is expected to result in an annual increase of pre-tax earnings of approximately $2.0 million.  The Company will first evaluate goodwill for impairment by comparing the segment level unamortized goodwill balance to projected discounted cash flows as required by SFAS No. 142.  The Company plans to complete this transitional impairment test by the end of first quarter 2002.  Based on preliminary analysis, the Company anticipates that its Optical Products segment will incur a goodwill impairment write-off between $35 million and $50 million.  No reclassifications of intangibles as outlined in SFAS No. 142 will be required upon implementation of this pronouncement.  Any impairment required by SFAS No. 142 will be reflected as the cumulative effect of a change in accounting principle.

In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations, which is effective for fiscal years beginning after June 15, 2002.  This statement applies to obligations associated with the retirement of tangible long-lived assets.  The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated results of operations, financial position or cash flows.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, which is effective for fiscal years beginning after June 15, 2002.  This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of Operations for a disposal of a segment of a business.  The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated results of operations, financial position or cash flows.

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 will be withdrawn from circulation no later than July 1, 2002.  The Company's foreign operating subsidiaries that will be affected by the euro conversion have established plans to address the business issues raised, including the competitive impact of cross-border price transparency.  It is not anticipated that there will be any near-term business ramifications; 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 is not expected to 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-Q 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 Micro-Technology 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 does 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 7A.  Quantitative and Qualitative Disclosures About Market Risk

Disclosures about market risks appear on pages 21-22 of the "Management's Discussion and Analysis" for the year ended December 31, 2001.

Item 8.  Financial Statements and Supplementary Data

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

Years Ended December 31		2001			2000			1999
Revenues	$	302,296		$	354,485		$	353,854
Cost of products sold		276,999			300,795			305,592
Gross margin		25,297			53,690			48,262
Selling expense		16,910			17,163			18,650
Administrative expense		5,038			5,389			4,702
Non-recurring charges		6,218			--			--
Income (loss) from operations		(2,869	)		31,138			24,910
Other income and (expense)
Interest expense		(11,752	)		(13,115	)		(13,376	)
Interest income		508			282			277
Other income		883			2,838			1,036
Earnings (loss) before income taxes		(13,230	)		21,143			12,847
Income tax expense (benefit)		9,370			6,243			5,023
Net earnings (loss)	$	(22,600	)	$	14,900		$	7,824
Earnings (loss) per share
Basic	$	(0.83	)	$	0.54		$	0.29
Diluted		(0.83	)		0.54			0.28
Number of shares included in per share computation
Basic		27,205			27,396			27,299
Diluted		27,205			27,623			27,710

See Notes to Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS
(in thousands)

December 31		2001			2000
Assets
Current Assets
Cash and cash equivalents	$	1,941		$	2,290
Trade accounts receivable, less allowances of $2,368 and $2,863		35,024			45,645
Inventories		71,634			82,015
Deferred income taxes		10,250			17,954
Other current assets		4,197			11,455
Total current assets		123,046			159,359
Property, plant and equipment, net		131,541			139,499
Deferred income taxes		7,166			4,389
Intangible assets, net		62,069			65,180
Other assets, net		7,924			5,377
Total assets	$	331,746		$	373,804
Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings		854			1,206
Accounts payable		19,707			33,939
Accrued compensation and benefits		9,695			14,465
Income taxes payable		7,532			6,374
Accrued restructuring expenses		5,038			--
Accrued liability for derivative instruments		2,794			1,107
Other current liabilities		7,173			6,946
Total current liabilities		52,793			64,037
Long-term debt		141,314			143,810
Other liabilities		19,526			17,080
Deferred income taxes		1,602			2,079
Stockholders' Equity
Common stock (shares issued of 26,910 and 27,399)		46,786			49,240
Retained earnings		81,979			105,876
Accumulated other comprehensive loss		(12,180	)		(6,669	)
Other		(74	)		(1,649	)
Total stockholders' equity		116,511			146,798
Total liabilities and stockholders' equity	$	331,746		$	373,804

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except per share amounts)

Years Ended December 31,  2001, 2000 and 1999		Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)				Other			Total
Balance at December 31, 1998	$	47,714		$	86,436		$	1,113		$	(2,006	)	$	133,257
Comprehensive income:
Net earnings		--			7,824			--			--			7,824
Foreign currency translation adjustments		--			--			(4,577	)		--			(4,577	)
Loss on derivative instruments		--			--			(31	)		--			(31	)
Total comprehensive income														3,216
Exercise of options, including tax benefit		1,153			--			--			--			1,153
Restricted stock grants, net of forfeitures and including tax benefits		210			--			--			--			210
Repayments of stock option loans		--			--			--			226			226
Cash dividends declared-$0.06 per share		--			(1,640	)		--			--			(1,640	)
Balance at December 31, 1999		49,077			92,620			(3,495	)		(1,780	)		136,422
Comprehensive income:
Net earnings		--			14,900			--			--			14,900
Foreign currency translation adjustments		--			--			(2,027	)		--			(2,027	)
Loss on derivative instruments		--			--			(1,147	)		--			(1,147	)
Total comprehensive income														11,726
Exercise of options, including tax benefit		15			--			--			--			15
Restricted stock grants, net of forfeitures and including tax benefits		148			--			--			--			148
Repayments of stock option loans		--			--			--			131			131
Cash dividends declared-$0.06 per share		--			(1,644	)		--			--			(1,644	)
Balance at December 31, 2000		49,240			105,876			(6,669	)		(1,649	)		146,798
Comprehensive loss:
Net loss		--			(22,600	)		--			--			(22,600	)
Foreign currency translation adjustments		--			--			(1,500	)		--			(1,500	)
Loss on derivative instruments		--			--			(1,676	)		--			(1,676	)
Minimum pension liability		--			--			(2,335	)		--			(2,335	)
Total comprehensive income (loss)														(28,111	)
Exercise of options, including tax benefit		736			--			--			--			736
Restricted stock grants, net of forfeitures and including tax benefits		171			--			--			--			171
Exchange of common stock for stock option loan payments		(3,361	)		--			--			1,575			1,786	)
Cash dividends declared-$0.0475 per share		--			(1,297	)		--			--			(1,297	)
Balance at December 31, 2001	$	46,786		$	81,979		$	(12,180	)	$	(74	)	$	116,511

Common Stock:  99,000 shares of voting common stock without par value authorized; 26,910, 27,399, 27,370 shares issued and outstanding at December 31, 2001, 2000 and 1999, respectively.

Undesignated Stock:  500 shares authorized, of which 200 shares were designated as Series A Junior Participating Preferred Shares on June 30, 1998 in connection with the Company's adoption of a Share Rights Plan.  The Board of Directors is authorized to designate the name of each class or series of the undesignated shares and to set the terms thereof (including, without limitation, terms with respect to redemption, dividend, liquidation, conversion and voting rights and preferences.)

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)

Years Ended December 31		2001			2000			1999
Cash Flows from Operating Activities
Net earnings (loss)	$	(22,600	)	$	14,900		$	7,824
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities
Depreciation and amortization		23,807			23,990			23,280
Gain on sale of property and equipment		(74	)		(443	)		--
Deferred income taxes		5,571			(983	)		(644	)
Decrease (increase) in assets
Trade accounts receivable		9,877			(4,235	)		(4,475	)
Inventories		9,500			(1,084	)		(2,252	)
Other current assets		6,059			1,106			1,762
Other non-current assets		(3,002	)		(835	)		538
Increase (decrease) in liabilities
Accounts payable		(13,891	)		4,033			3,029
Income taxes payable		1,406			(1,387	)		4,972
Accrued expenses and other current liabilities		2,676			2,767			(2,685	)
Other non-current liabilities		(2,073	)		(1,192	)		2,136
Net cash provided by operating activities		17,256			36,637			33,485
Cash Flows from Investing Activities
Additions to property, plant and equipment		(14,134	)		(11,929	)		(13,157	)
Business acquisitions, net of cash acquired		--			(1,219	)		--
Proceeds from sale of property and equipment		743			2,493			--
Net cash used in investing activities		(13,391	)		(10,655	)		(13,157	)
Cash Flows from Financing Activities
(Decrease) increase in short-term borrowings		(328	)		(959	)		845
Decrease in long-term debt		(2,496	)		(22,149	)		(20,839	)
Common stock issued, including tax benefit		173			163			1,363
Cash dividends paid		(1,640	)		(1,644	)		(1,636	)
Net employee repayments (loans) for exercise of stock   options		132			131			226
Net cash used in financing activities		(4,159	)		(24,458	)		(20,041	)
Effect of exchange rate changes on cash and cash equivalents		(55	)		(380	)		(169	)
Net increase (decrease) in cash and cash equivalents		(349	)		1,144			118
Cash and cash equivalents at beginning of year		2,290			1,146			1,028
Cash and cash equivalents at end of year	$	1,941		$	2,290		$	1,146

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share amounts)

1.         Summary of Significant Accounting Policies

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly or majority-owned.

Revenue Recognition--Revenue is recognized upon shipment of product to the customer, when persuasive evidence of an arrangement exists, the price to the buyer is fixed and determinable, and collectibility is reasonably assured.

Cash Equivalents--Consist of highly liquid debt instruments with a maturity of three months or less at the date of purchase.  These instruments are carried at cost, which approximates fair market value.

Inventories--Stated at the lower of cost or market.  Cost is determined principally on the average cost method.

Provisions for Inventory Reserves, Uncollectible Trade Receivables and Product Returns--The Company determines its provision for obsolete and slow-moving inventory based on management's analysis of inventory levels and future sales forecasts.  However, the factors impacting such provisions vary significantly between the Buckbee-Mears and Optical Products segments.  Within the Buckbee-Mears segment, products are manufactured to customer specifications and changes in product demand from the loss of a customer, a new product offering or modifications to customer specifications can significantly impair the value of raw material and finished goods on hand.  As a result, inventory valuation reserve requirements within this segment must be established based on specific facts and circumstances that can fluctuate significantly and are difficult to predict.  We do not anticipate these conditions will change due to the customized nature of the products manufactured by the Buckbee-Mears segment.  The Optical Products segment inventory reserve requirements historically have been more predictable and more readily estimated by analyzing historic build and sales patterns.

The Company establishes a reserve and records a provision for doubtful receivable accounts based on historic loss levels as well as specific provisions considering current facts and circumstances.  Both the Buckbee-Mears and Optical Products segments have several large customers that, if circumstances warrant, can create the need for additional, specific, reserves.

The provision and reserve for product returns is calculated primarily on a percentage of sales basis, which is established based on trends that have historically provided a reasonable estimate.  This reserve is also calculated on a specific basis considering current facts and circumstances.

Property, Plant and Equipment--Stated at cost.  Additions, improvements or major renewals are capitalized, while expenditures that do not enhance or extend the asset's useful life are charged to operating expense as incurred.  Depreciation is provided on the straight-line method over estimated useful lives of generally 40 years for buildings, 20 years for building improvements and infrastructure and 8 years for machinery and equipment.  Depreciation of assets included in construction in progress does not begin until the construction is complete and the assets are placed into service.  Depreciation expense was $20,272, $20,504 and $19,827 in 2001, 2000 and 1999, respectively.

The Company evaluates long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Intangible Assets--Consist primarily of goodwill and other acquisition-related intangible assets, which are stated at fair value as of the date acquired in a business acquisition accounted for as a purchase, less accumulated amortization.  Amortization is computed on a straight-line basis over estimated useful lives of 7 to 30 years.  Amortization expense was $3,535, $3,486 and $3,453 in 2001, 2000 and 1999, respectively.  Management periodically assesses the amortization period and recoverability of the carrying amount of goodwill based upon an estimate of future cash flows from related operations.

Income Taxes--A deferred tax liability is recognized for temporary differences between financial reporting and tax reporting that will result in taxable income in future years.  A deferred tax asset is recognized for temporary differences that will result in tax deductions in future years.

Comprehensive Income (Loss)--Comprehensive Income (Loss) consists of net earnings, foreign currency translation adjustments, gains/losses on derivative instruments and adjustments for minimum pension liability and is presented in the Consolidated Statements of Stockholders' Equity.  The accumulated loss on derivative instruments was $2,854, $1,178 and $31 as of December 31, 2001, 2000 and 1999, respectively.   The accumulated foreign currency translation loss was $6,991, $5,491 and $3,464 as of December 31, 2001, 2000 and 1999, respectively.  The accumulated minimum pension liability was $2,335 as of December 31, 2001.

Earnings Per Share--The basic earnings per share amounts are determined based on the weighted average common shares outstanding, while the diluted earnings per share amounts also give effect to the common shares dilutive potential.  For the Company's earnings per share calculations, the basic and diluted weighted average outstanding share amounts differ only due to the dilutive impact of stock options and non-vested stock awards.

Stock-Based Compensation--The Company has elected to follow Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees," and related interpretations in accounting for its employee stock options and non-vested stock awards.  Under APB 25, because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recorded.  For non-vested stock awards, compensation cost is recognized for the fair value of the stock awarded and is charged to expense over the respective vesting periods.  The Company has adopted the disclosure-only provisions of SFAS No. 123 (SFAS 123), "Accounting for Stock-Based Compensation."

Estimates--The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Reclassification--Certain items in the 2000 and 1999 Consolidated Financial Statements have been reclassified to conform to the 2001 presentation.  These reclassifications had no impact on net income or stockholders' equity as previously reported.

2.         Restructuring

In fourth quarter 2001, the Company announced restructuring initiatives in both of its business groups.  The Company will exit the computer monitor segment of the aperture mask business, will sell or consolidate into its other facilities all operations currently located in St. Paul, Minnesota, phase out of certain products and discontinue certain optical products development activities.  The total restructuring related costs recorded for the year ended December 31, 2001 were $12,165.  The charges include restructuring costs of $6,218 and asset write-downs and other restructuring related costs of $5,947, which are recorded as a component of cost of products sold in the Consolidated Statement of Operations.  The Company expects to complete the restructuring initiatives by the end of 2002.

The following table displays the activity and balances of the restructuring reserve account for the year ended December 31, 2001:

		Restructuring Costs
		Severance and Related Costs		Contractual Obligations and Other		Total
Charged to operations in 2001:
Buckbee-Mears	$	3,309	$	1,729	$	5,038
Optical Products		295		885		1,180
Total		3,604		2,614		6,218
Utilized in 2001:
Buckbee-Mears		--		--		--
Optical Products		295		885		1,180
Total		295		885		1,180
Restructuring liability as of December 31, 2001:
Buckbee-Mears		3,309		1,729		5,038
Optical Products		--		--		--
Total	$	3,309	$	1,729	$	5,038

		Other Restructuring Related Costs
		Inventory Adjustments		Asset Write-downs and Other		Total
Charged to operations in 2001:
Buckbee-Mears	$	2,573	$	1,389	$	3,962
Optical Products		1,024		961		1,985
Total	$	3,597	$	2,350	$	5,947

Subsequent to December 31, 2001, the Company announced its plans to close the Optical Products production facility in Azusa, California in the first half of 2002.  Additional restructuring charges related to the closure in the range of $2.5 to $3.0 million are expected to be recorded in the first quarter of 2002.

3.         Inventories

The following is a summary of inventories at December 31:

		2001		2000
Raw materials	$	16,857	$	20,614
Work in process		7,445		17,835
Finished goods		47,332		43,566
Total inventories	$	71,634	$	82,015

4.         Intangible Assets

The following is a summary of intangible assets at December 31:

		2001		2000
Goodwill	$	61,738	$	61,738
Other		13,732		13,254
Total		75,470		74,992
Less accumulated amortization		13,401		9,812
Total intangible assets, net	$	62,069	$	65,180

5.         Property, Plant and Equipment

The following is a summary of property, plant and equipment at December 31:

		2001		2000
Land and improvements	$	6,279	$	6,333
Buildings and improvements		91,999		92,196
Machinery and equipment		175,769		170,065
Construction in progress		7,869		7,974
Total		281,916		276,568
Less accumulated depreciation and amortization		150,375		137,069
Total property, plant and equipment, net	$	131,541	$	139,499

6.         Derivative Instruments and Hedging Activities

Derivative financial instruments are used by the Company to reduce foreign exchange and interest rate risks.  All derivatives are recognized on the balance sheet at their fair value.  On the date a derivative contract is entered into the derivative is designated as a fair value hedge, cash flow hedge or a foreign-currency net investment hedge.  The Company hedges some selected foreign-currency denominated forecasted transactions (cash flow hedges), in which changes in the fair value of highly effective derivatives are recorded in Accumulated Other Comprehensive Income (Loss).  The Company also has multiple interest rate swap agreements (cash flow hedges), which provide for the Company to swap a variable interest rate for fixed interest rates.

The Company formally documents all relations between hedging instruments and the hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions.  The Company formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items.

Foreign Currency Forward-Exchange Contracts

The Company uses foreign currency forward-exchange contracts with durations of less than twelve months to hedge against the effect of exchange rate fluctuations on certain foreign currency denominated steel purchases and other expenditures, and certain U.S. dollar denominated sales in a foreign subsidiary.

As of December 31, 2001, no contracts to purchase German marks (DM) remained outstanding.  At December 31, 2001, $60 of deferred net losses on derivative instruments was included in Accumulated Other Comprehensive Income (Loss).   These losses will be recorded into earnings in the first quarter of 2002.

During 2000, the Company's German subsidiary entered into forward-exchange contracts to sell U.S. dollars to hedge certain U.S. dollar denominated sales.  As of December 31, 2001, no contracts to sell U.S. dollars remained outstanding.

Also, during 2000, the Company entered into forward-exchange contracts to purchase a total of 22.5 billion Indonesian rupiah to hedge certain purchases in our Vision-Ease Indonesian operations.  As of December 31, 2001, no contracts to purchase rupiah remained outstanding.  During 2001, these contracts were terminated and recorded a realized loss of $133, which is included in other income in the consolidated statement of operations.

Interest Rate Swaps

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, 2001, $50,000 of these swaps remained outstanding with the swaps expiring in May 2003 and June 2003.  The notional amount of interest rate swaps is not a measure of the Company's exposure to credit or market risks and is not included in the Consolidated Balance Sheets.  Fixing the interest rate minimizes the Company's exposure to the uncertainty of floating interest rates during this period.

Amounts to be paid or received under the interest rate swap agreement are accrued and recorded as an adjustment to Interest Expense during the term of the interest rate swap agreement.  At December 31, 2001, deferred net losses on the interest rate swap agreements in the amount of $2,794 were included in Accumulated Other Comprehensive Income (Loss).

Cross-Currency Swaps

In January 1999, the Company entered into a cross-currency swap, which provided for the Company to swap $10,000 of notional debt for the equivalent amount of Japanese yen-denominated debt.  This swap was subsequently closed out in May 1999.  Under this swap, the Company also effectively swapped a fixed U.S. dollar-based interest rate of 5.1% for a fixed Japanese yen-based interest rate of 1.05%.  This Japanese yen-based debt derivative was accounted for under mark-to-market accounting.  The Company recorded as Other Income a foreign exchange gain of $453 in 1999 related to this swap.

In August 1999, the Company entered into a cross-currency swap agreement to swap $10,000 of notional debt for the equivalent amount of Japanese yen-denominated debt.  Under this swap, the Company also effectively swapped a floating U.S. dollar-based interest rate for a floating Japanese yen-based interest rate.  This Japanese yen-based debt derivative was accounted for under mark-to-market accounting.  This swap was subsequently closed out in May 2000.  The Company recorded as Other Income foreign exchange gains of $598 in 2000 and losses of $1,173 in 1999 related to this swap.

The Company had no cross-currency swaps outstanding as of December 31, 2001.

7.         Debt

The following is a summary of debt at December 31:

		2001		2000
U.S. revolving credit facility	$	141,000	$	143,100
German credit facility		546		521
Other		622		1,395
Total		142,168		145,016
Less amounts due within one year		854		1,206
Total long-term debt	$	141,314	$	143,810

During 2001, the Company amended its current revolving domestic credit agreement (the Agreement), which expires in 2003.  The amendment to the Agreement provided for the conversion of certain previously outstanding revolving loans to term loans and permanently reduced the aggregate commitment under the Agreement from $220,000 to $185,000.  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 domestic receivables, inventories and machinery and equipment, as well as a mortgage on its real property located in Ramsey, Minnesota.

Borrowings under the Agreement bear interest at the Eurodollar rate plus a spread ranging from 1.50% to 3.00%.  The rate spread is dependent upon the Company's ratio of debt to cash flow, as defined in the Agreement.  The Company's effective rate under the agreement was 5.07% at December 31, 2001.  In addition, the Company pays a facility fee on unborrowed funds at rates ranging from 0.375% to 0.500% (0.500% at December 31, 2001), depending on the Company's debt to EBITDA ratio.  Under terms of the Agreement, the Company must meet certain financial covenants, including maintaining a specified consolidated net worth, leverage ratio (debt to EBITDA), interest coverage ratio and level of capital expenditures.  The Company was in compliance with all covenants under the Agreement at December 31, 2001.

The Company's German subsidiary maintains short-term and long-term credit facilities with available credit at December 31, 2001 of $440 and $16,013, respectively.  The short-term credit lines are unsecured and bear interest at either 0.75% over the Euro LIBOR rate or approximately 4.0% over the Euro Base rate.  The lender may withdraw the short-term lines at any time.  There was $25 debt outstanding at December 31, 2001 under the German short-term credit lines.  A portion of the long-term credit line is secured by land and buildings with a net book value of $8,250 at December 31, 2001.  These long-term credit lines bear interest at 0.50% to 0.75% over the DM LIBOR rate.

On December 31, 2001 and 2000, the estimated fair value of the Company's debt described above approximates the recorded amount.

Annual maturities of debt for the next five years are $854 in 2002, $141,285 in 2003, $10 in 2004, $10 in 2005 and $9 in 2006.

There was $2,390 of outstanding letters of credit at December 31, 2001.

Interest expense paid, net of amounts capitalized of $200, $410 and $253, was $10,921, $13,035 and $12,964 in 2001, 2000 and 1999, respectively.

8.         Commitments and Contingencies

The Company leases four manufacturing facilities, five sales, distribution or administrative facilities and the Company headquarters.  In addition, the Company leases certain data processing and other equipment.

At December 31, 2001, the approximate future minimum rental commitments required under non-cancelable operating leases are as follows:

2002	$	2,503
2003		1,523
2004		636
2005		292
Total minimum lease payments	$	4,954

Rent expense was $2,987, $2,387 and $1,591 in 2001, 2000 and 1999, respectively.

At December 31, 2001, the Company had commitments of approximately $173 related to capital projects.

The Company has entered into a long-term Product Manufacturing and Sales Agreement (the Supply Agreement) with a plastic lens manufacturer located in Southeast Asia.  The Supply Agreement provides for the Southeast Asian manufacturer to supply, and the Company to purchase, certain minimum levels of plastic lenses.  At December 31, 2001, the approximate future purchase commitments under this Supply Agreement were as follows:

2002	$	8,414
2003		7,000
2004		2,405
Total		17,819

9.         Stock Purchase and Award Plans

The Restated and Amended 1994 Stock Incentive Plan (the 1994 Plan) provides for the granting of either incentive stock options or nonqualified stock options to purchase shares of the Company's common stock and for other stock-based awards to officers, directors and key employees responsible for the direction and management of the Company and to non-employee consultants and independent contractors.  During 2000, the Company's stockholders approved an amendment to the 1994 Plan authorizing an additional 2,000 shares of common stock for issuance.  At December 31, 2001, 4,459 shares of common stock were reserved for issuance under the 1994 Plan and for outstanding options under the 1984 Omnibus Stock Plan, which terminated on January 10, 1994.  The reserved shares included 1,684 shares available for awards under the 1994 Plan.

Information relating to stock options during 2001, 2000 and 1999 is as follows:

					Option Price
	Number			Per Share			Total
	of Shares			Average			Price
Shares under option at December 31, 1998	2,329		$	10.83		$	25,226
1999 Activity:
Granted	798			7.31			5,830
Exercised	(150	)		6.58			(987	)
Forfeited	(443	)		12.09			(5,355	)
Shares under option at December 31, 1999	2,534			9.75			24,714
2000 Activity:
Granted	450			5.29			2,379
Exercised	(3	)		5.00			(15	)
Forfeited	(212	)		9.66			(2,047	)
Shares under option at December 31, 2000	2,769			9.04			25,031
2001 Activity:
Granted	832			5.62			4,678
Exercised	(247	)		1.94			(478	)
Forfeited	(578	)		7.60			(4,393	)
Shares under option at December 31, 2001	2,776		$	8.95		$	24,838
Shares exercisable at December 31, 2001	1,584		$	10.04		$	15,911
Shares exercisable at December 31, 2000	1,591		$	8.49		$	13,502
Shares exercisable at December 31, 1999	1,052		$	8.19		$	8,617

The following table summarized information concerning currently outstanding and exercisable options:

		Options Outstanding				Options Exercisable
	Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price	Number Exercisable		Weighted Average Exercise Price
$	0 - 5	639	2.1	$	3.49	461	$	3.29
	5 - 10	1,465	7.4		5.99	640		6.03
	10 - 20	343	5.8		14.65	206		15.35
	20 - 31	329	4.8		26.8	277		26.61
		2,776	5.7	$	8.95	1,584	$	10.04

All outstanding options are nonqualified options.  No compensation expense related to stock option grants was recorded in 2001, 2000 or 1999, as the option exercise prices were equal to fair market value on the date of grant.

At December 31, 2001, there were 149 shares outstanding pursuant to non-vested stock awards under the 1994 Plan.

Pro forma information regarding net income and earnings per share is required by SFAS 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement.  The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for 2001, 2000 and 1999:

	2001		2000			1999
Risk-free interest rate	5.00	%	6.02		%	6.20		%
Dividend yield	2.78	%	1.23		%	1.23		%
Volatility factor	0.85		0.76			0.80
Weighted average expected life	5 years			5 years			5 years

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable.  In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.  Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the options using the Black-Scholes option pricing model is amortized to expense over the options' vesting period.  The Company's pro forma net earnings and earnings per share were as follows:

		2001			2000		1999
Net earnings (loss) - as reported	$	(22,600	)	$	14,900	$	7,824
Net earnings (loss) - pro forma		(24,226	)		13,208		6,291
Basic earnings (loss) per share - as reported		(0.83	)		0.54		0.29
Basic earnings (loss) per share - pro forma		(0.89	)		0.48		0.23
Diluted earnings (loss) per share - as reported		(0.83	)		0.54		0.28
Diluted earnings (loss) per share - pro forma		(0.89	)		0.48		0.23
Weighted average fair value of options granted during the year		3.11			3.22		4.60

Because SFAS 123 provides for pro forma amounts for options granted beginning in 1995, the pro forma expense will likely increase in future years as the new option grants become subject to the pricing model.

Stock Option Exercise Loan Program.  During 2000, the Company discontinued the Stock Option Exercise Loan Program under which holders of exercisable stock options could obtain interest-free and interest-bearing loans from the Company to facilitate their exercise of stock options.  Under provisions of the program, new loans cannot be made, but existing loans will continue to be administered until they are repaid.  Such full recourse loans are evidenced by demand promissory notes and are secured by shares of stock.  The portion of such loans directly related to the option exercise price is classified as a reduction of stockholders' equity.  The remainder is included in current assets.

In August 2001, 686,630 common shares at a market value of $3,361 were received from officers of the Company in exchange for the repayment of certain stock option loans and exercise of certain stock options as follows:

Receipt of common shares	$	(3,361	)
Repayment of stock option loans		2,627
Option exercise proceeds		478
Tax benefit adjustment of stock options		256
Net cash	$	--

Share Rights Plan.  In June 1998, the Company adopted a Share Rights Plan and declared a dividend of one Preferred Share Purchase Right (Right) for each outstanding share of common stock to stockholders of record on July 20, 1998.  The Rights will become exercisable after any person or group acquires or announces a tender or exchange offer resulting in the beneficial ownership of 15% or more of the Company's common stock.  Each Right entitles shareholders to buy one five-hundredth of a share of a newly created series of preferred stock at an exercise price of $75 subject to adjustment upon certain events.  If any person or group acquires 15% or more of the Company's common stock, if the Company is acquired in a business combination, or if the Company sells 50% or more of its assets, each Right entitles its holder, other than the person or group acquiring the common stock, to purchase at the Right's then current exercise price, shares of the Company's common stock having a value of twice the Right's then current exercise price.  The Rights are redeemable at $0.001 per Right and will expire on July 20, 2008 unless extended or redeemed earlier by the Company.

10.         Employee Benefit Plans

The Company maintains a savings and profit sharing plan covering substantially all of its domestic salaried employees and a majority of those domestic hourly employees not covered by a pension plan or retirement fund described below.  Under the terms of the profit sharing provision of the plan, the Company makes an annual minimum contribution equal to 3% of participants' wages, with the potential for an additional discretionary contribution depending upon the Company's profitability.  Provisions of the profit sharing portion of the plan include 100% vesting after five years of continuous service, and payment of benefits upon retirement, total disability, death or termination.  Under the terms of the savings provision of the plan, the Company makes an annual minimum contribution, which is invested in Company stock, equal to 25% of participants' before-tax contributions up to 6% of base salary, with the potential for an additional discretionary contribution depending upon the Company's profitability.  Provisions of the savings portion of the plan include vesting of the Company's contributions at the rate of 25% per year of continuous service, and payment of benefits upon retirement, total disability, death or termination.

In 2002, the Company's savings and profit sharing plan was amended.  Under the profit sharing provision of the plan, the Company makes no annual minimum contribution.  Depending upon the Company's profitability, a discretionary contribution up to 12% of participants' wages may be made.  Vesting provisions for this portion of the plan have not changed.  Under terms of the savings provision of the plan, the Company makes a quarterly contribution equal to 100% of participants' before-tax contributions up to 3% of base salary with an additional contribution equal to 50% of participants' before-tax contributions between 3% and 5% of base salary.  Provisions of the savings portion of the plan were changed to included immediate vesting of the Company's contribution.

In addition, the Company's German subsidiary has a noncontributory defined benefit pension plan covering substantially all of its employees.  Benefits payable under the plan are based upon the participant's base salary prior to retirement and years of credited service.  As allowed under German law, this plan is not funded.  However, under generally accepted accounting principles, the estimated future liability is accrued in the Company's Consolidated Financial Statements.

In addition to the defined benefit plans discussed above, the Company had two defined benefit post-retirement plans covering certain domestic employees.  One plan provided medical benefits and the other provides life insurance benefits.  During 2000, the Company terminated the medical benefits plan, resulting in a termination gain of $1,678, which is included in Other Income in the Consolidated Statement of Operations.  The life insurance plan provides term life insurance coverage to all retired full-time hourly employees at one former domestic operation.  The Company accrues the expected cost of providing benefits under the life insurance benefit plan during the years that eligible employees rendered service.  The life insurance plan is not funded and the liability under the plan is immaterial.

The above described defined benefit and post-retirement plans included the following components:

		Pension Benefits							Post-Retirement Benefits
		2001			2000			2001			2000
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	13,486		$	13,272		$	--		$	1,948
Service cost		445			450			--			47
Interest cost		825			802			--			55
Foreign currency exchange rate changes		(521	)		(606	)		--			--
Plan participants' contribution		--			--			--			138
Actuarial (gain) loss		393			(11	)		--			228
Benefit payments		(474	)		(421	)		--			(555	)
Settlement/curtailment gain		--			--			--			(1,861	)
Benefit obligation at end of year		14,154			13,486			--			--
Change in Fair Value of Plan Assets:
Fair value of plan assets at beginning of year		4,335			4,011			--			--
Actual return on plan assets		(983	)		577			--			--
Employer contribution		261			--			--			417
Plan participants' contributions		--			--			--			138
Benefit payments		(287	)		(253	)		--			(555)
Fair value of plan assets at end of year		3,326			4,335			--			--
Funded Status:
Funded status of the plan (underfunded)		(10,828	)		(9,151	)		--			--
Unrecognized transitional amount		34			48			--			--
Unrecognized net gain		1,197			(423	)		--			--
Accrued pension cost	$	(9,597	)	$	(9,526	)	$	--		$	--

		2001			2000			1999
Components of Net Periodic Pension Cost
Pension benefits:
Service cost	$	445		$	450			490
Interest cost		825			802			824
Expected return on plan assets		(268	)		(350	)		(313	)
Amortization of transition obligation		11			12			14
Recognized actuarial gain		(7	)		(11	)		--
Net periodic pension cost	$	1,006		$	903		$	1,015
Post-retirement benefits:
Service costs	$	--		$	47		$	173
Interest cost		--			55			156
Recognized actuarial (gain) loss		--			3			7
Settlement/curtailment gain		--			(1,678	)		--
Net periodic pension cost	$	--		$	(1,573	)	$	336

Assumptions used in developing the projected benefit obligation and the net periodic pension cost as of December 31 were as follows:

	2001		2000		1999
Domestic plans (including post-retirement plan in 2000 and 1999):
Discount rate	7.75	%	7.75	%	7.75	%
Rate of return on plan assets	9.00	%	9.00	%	9.00	%
Foreign plan:
Discount rate	6.00	%	6.00	%	6.00	%
Rate of increase in compensation	2.50	%	2.50	%	2.50	%

Under a contract with its union employees, one of the Company's domestic operations makes, on behalf of each active participant, fixed weekly contributions to a retirement fund (aggregating $90, $122 and $147 in 2001, 2000 and 1999, respectively).  At December 31, 2001, the Company was required to record a minimum pension liability of $1,700, net of taxes, under this contract.  In addition, the Company was required to record a minimum pension liability of $635 for another defined benefit plan.  These minimum pension liability adjustments are reflected in other liabilities and accumulated other comprehensive loss.

The total cost of all profit sharing, savings and pension plans, domestic and foreign, was $2,754, $4,591 and $5,469 in 2001, 2000 and 1999, respectively.

11.         Income Taxes

The provision for income taxes was based on earnings (loss) before income taxes, as follows:

Years ended December 31		2001			2000		1999
Domestic	$	(16,806	)	$	6,648	$	(1,472	)
Foreign		3,576			14,495		14,319
Earnings (loss) before income taxes	$	(13,230	)	$	21,143	$	12,847

The provision for income taxes consisted of:

Years ended December 31		2001			2000			1999
Current
Federal	$	(150	)	$	1,102		$	10
State		58			(15	)		(59	)
Foreign		3,878			6,310			6,811
Deferred
Federal and state		6,504			(1,292	)		(610	)
Foreign		(920	)		138			(1,129	)
Income tax expense	$	9,370		$	6,243		$	5,023

Significant components of deferred income tax assets and liabilities were as follows at December 31:

		2001			2000
Federal and State Net Deferred Income Taxes
Deferred tax asset
Reserves and accruals	$	4,642		$	3,277
Compensation and benefit-related accruals		5,319			4,609
Other temporary differences		1,206			2,617
NOL and tax credit carryovers		23,414			14,844
Valuation allowance		(14,500	)		--
Total		20,081			25,347
Deferred tax liability
Depreciation		(2,430	)		(3,032	)
Capitalized molds and tooling		(799	)		(214	)
Total		(3,229	)		(3,246	)
Net deferred tax asset	$	16,852		$	22,101
Foreign Net Deferred Income Taxes
Deferred tax liability
Depreciation	$	(1,908	)	$	(2,487	)
Inventory		(110	)		(352	)
Other temporary differences		(565	)		(642	)
Total		(2,583	)		(3,481	)
Deferred tax asset
Retirement benefits		815			751
Other temporary differences		730			893
Total		1,545			1,644
Net deferred tax liability		(1,038	)		(1,837	)

The federal and state net deferred tax asset included a current portion of $10,198 and $18,190 at December 31, 2001 and 2000, respectively, and a long-term portion of $6,654 and $3,911 at December 31, 2001 and 2000, respectively.  The foreign net deferred tax liability included a current asset of $52 at December 31, 2001 and a current liability of $236 at December 31, 2000, and a long-term liability of  $1,090 and $1,601 at December 31, 2001 and 2000, respectively.

Net operating loss carryforwards of $17,883 at December 31, 2001 expire in 2019 and 2020.  General business credit carryforwards of $549 expire in 2019 to 2021.  Foreign tax credit carryforwards of $14,970 expire in 2003 through 2006.  Alternative minimum tax credits of $876 can be carried forward indefinitely to offset regular tax liabilities.

The differences between income taxes at the U.S. federal statutory tax rate and the effective tax rate were as follows:

Years ended December 31	2001		2000		1999
Statutory rate	(35.0	)%	35.0	%	35.0	%
Difference in taxation of foreign earnings	10.7		6.1		4.8
Foreign income taxed in the U.S.	(14.9	)	(9.5	)	(5.3	)
Unfavorable settlement of tax audit	--		--		4.8
State income taxes, net of federal benefit	(1.6	)	1.0		(0.7	)
Change in deferred tax valuation allowance	109.6		--		--
Other items	2.0		(3.1	)	0.5
Effective tax rate	70.8	%	29.5	%	39.1	%

Differences in taxation of foreign earnings relate primarily to taxation of foreign earnings at rates in excess of the U.S. statutory rate.  Undistributed earnings of foreign subsidiaries at December 31, 2001 were approximately $10,858.  No U.S. taxes have been provided on these undistributed earnings, because the Company expects to be able to utilize foreign tax credits to offset any U.S. tax that would result from their distribution.

During 2001, the Company established a deferred tax asset valuation reserve of $14.5 million, the effect of which increased income tax expense.  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.

Income taxes paid (refunded) were $612, $7,888 and $(2,489) in 2001, 2000 and 1999, respectively.

12.         Segment Information

The Company has two operating segments, which manufacture and sell a variety of products:  Buckbee-Mears and Optical Products.  Buckbee-Mears manufactures precision photo-etched and electroformed parts that require tight tolerances and miniaturization.  Its principal product is aperture masks, a key component used in the manufacture of color television and computer monitor picture tubes. Optical Products manufactures ophthalmic lenses.  Net sales of aperture masks comprised 93%, 91% and 89% of Buckbee-Mears segment revenues in 2001, 2000 and 1999, respectively, and 52%, 55% and 55% of the Company's consolidated total revenues in 2001, 2000 and 1999, respectively. 

The following is a summary of certain financial information relating to the two segments:

Years ended December 31		2001			2000			1999
Total Revenues by Segment
Buckbee-Mears	$	170,862		$	214,880		$	217,868
Optical Products		131,434			139,605			135,986
Total Revenues	$	302,296		$	354,485		$	353,854
Operating Profit (Loss) by Segment
Buckbee-Mears
Before non-recurring charges	$	5,089		$	25,108		$	23,863
Non-recurring charges		(5,038	)		--			--
Total		51			25,108			23,863
Optical Products
Before non-recurring charges		3,298			11,419			5,749
Non-recurring charges		(1,180	)		--			--
Total		2,118			11,419			5,749
Total segment operating profit		2,169			36,527			29,612
Administrative expense		(5,038	)		(5,389	)		(4,702	)
Interest expense, net		(11,244	)		(12,833	)		(13,099	)
Other income		883			2,838			1,036
Earnings (loss) before income taxes		(13,230	)		21,143			12,847
Identifiable Assets by Segment
Buckbee-Mears	$	132,755		$	158,453		$	159,431
Optical Products		180,648			191,884			196,074
Total identifiable assets		313,403			350,337			355,505
Corporate and other assets		18,343			23,467			28,048
Total assets	$	331,746		$	373,804		$	383,553
Depreciation and Amortization by Segment
Buckbee-Mears	$	12,191		$	13,492		$	12,883
Optical Products		11,516			10,336			10,231
Corporate and other		100			162			166
Total depreciation and amortization	$	23,807		$	23,990		$	23,280
Capital Expenditures by Segment
Buckbee-Mears	$	5,779		$	7,703		$	5,556
Optical Products		8,311			4,182			7,469
Corporate and other		44			44			132
Total capital expenditures	$	14,134		$	11,929		$	13,157

The following is a summary of the Company's operations in different geographic areas:

Years ended December 31		2001		2000		1999
Total Revenues from Unaffiliated Customers
United States	$	192,879	$	232,458	$	227,390
Germany		84,399		95,796		103,788
Other		25,018		26,231		22,676
Total	$	302,296	$	354,485	$	353,854
Long-Lived Assets
United States	$	101,482	$	107,679	$	119,190
Germany		18,136		21,404		24,155
Other		11,923		10,416		7,893
Total	$	131,541	$	139,499	$	151,238

The Company evaluates segment performance based on profit or loss from operations before interest, other income/expense, taxes and charges for corporate administration.  Revenues by geographic area are based upon revenues generated from each country's operations.  Net sales to unaffiliated foreign customers from domestic operations (export sales) in 2001, 2000 and 1999 were $56,139, $61,686 and $56,893, or 19%, 17% and 16%, respectively, of total revenues.  Buckbee-Mears had sales to one customer of $42,566, $62,895 and $71,303; to another customer of $47,502, $58,174 and $45,077; and to a third customer of $24,258, $27,178 and $46,078 in 2001, 2000 and 1999, respectively.  Optical Products did not have sales to any individual customer greater than 10% of total revenues.

13.         Concentrations of Credit Risk

Approximately 55% of the trade accounts receivable before allowances (receivables) of Buckbee-Mears at December 31, 2001 were represented by four customers.  Approximately 63% of the receivables of Optical Products at December 31, 2001 were represented by 20 customers.  These 24 customers represented approximately 59% of the Company's consolidated receivables at December 31, 2001, with one customer of Buckbee-Mears representing approximately 12% and another customer representing approximately 5% of consolidated receivables and one customer of Optical Products representing approximately 8% and another customer representing 7% of consolidated receivables.

Buckbee-Mears' customer base consists of the largest television and computer monitor manufacturers in the world.  Accordingly, Buckbee-Mears generally does not require collateral and its trade receivables are unsecured.  Optical Products' customer base consists of a wide range of eyewear retailers and optical laboratories.  Optical Products performs detailed credit evaluations of customers and establishes credit limits as necessary.  Collateral or other security for accounts receivable is obtained as considered necessary for Optical Products' customers.

14.         Legal Matters

The Company is a defendant in various suits, claims and investigations that arise in the normal course of business.  In the opinion of the Company's management, the ultimate disposition of these matters will not have a material adverse effect on the consolidated financial position, liquidity or results of operations of the Company.

15.         New Accounting Standards

In July 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards (SFAS) No. 141, Business Combinations.  SFAS No. 41 eliminates the pooling-of-interest method and requires the purchase method of accounting on all business combinations completed after June 30, 2001.  This pronouncement was effective for any business combination that is completed after June 30, 2001 and had no impact on the Company's current financial statements.

Also in July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets.  Under SFAS No. 142, goodwill and intangibles assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statement, with a transitional impairment test required to be completed by the end of the second quarter 2002.  The Company has adopted this statement as of January 1, 2002.  Application of the non-amortization provisions of the statement is expected to result in an annual increase of earnings of approximately $2.0 million.  The Company will first evaluate goodwill for impairment by comparing the segment level unamortized goodwill balance to projected discounted cash flows as required by SFAS No. 142.  The Company plans to complete this transitional impairment test by the end of first quarter 2002.  Based on preliminary analysis, the Company anticipates that its Optical Products segment will incur a goodwill impairment write-off between $35 million and $50 million.  No reclassifications of intangibles assets will be necessary.  Any impairment required by SFAS No. 142 will be reflected as the cumulative effect of a change in accounting principle.

In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations, which is effective for fiscal years beginning after June 15, 2002.  This statement applies to obligations associated with the retirement of tangible long-lived assets.  The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated results of operations, financial position or cash flows.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, which is effective for fiscal years beginning after June 15, 2002.  This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of Operations for a disposal of a segment of a business.  The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated results of operations, financial position or cash flows.

Report of Independent Auditors

The Board of Directors and Stockholders

BMC Industries, Inc.

We have audited the accompanying consolidated balance sheets of BMC Industries, Inc. as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001.  Our audits also included the financial statement schedule listed in Item 14(a).  These financial statements and schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of BMC Industries, Inc. at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.  Also in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material aspects the information set forth therein.

Ernst & Young LLP

Minneapolis, Minnesota
January 30, 2002

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Part III

Item 10.  Directors and Executive Officers of the Registrant

(a)         Directors of the Registrant

The information under the caption "Election of Directors" on pages 2-5 of our proxy statement for the annual meeting of stockholders to be held on May 9, 2002 is incorporated herein by reference.

(b)         Executive Officers of the Registrant

Information concerning our executive officers is included in this report under Item 4A, "Executive Officers of the Registrant."

(c)         Compliance with Section 16(a) of the Exchange Act

The information under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" on page 18 of our proxy statement for the annual meeting of stockholders to be held on May 9, 2002 is incorporated herein by reference.

Item 11.  Executive Compensation

The information contained under the caption "Executive Compensation" on pages 9-11 and 13-15, and "Election of Directors - Information About the Board and Its Committees" on pages 3-5 of our proxy statement for the annual meeting of stockholders to be held on May 9, 2002 is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information contained under the caption "Security Ownership of Certain Beneficial Owners and Management" on pages 7-8 of our proxy statement for the annual meeting of stockholders to be held on May 9, 2002 is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

The information contained under the caption "Certain Transactions" on page 17-18 of our proxy statement for the annual meeting of stockholders to be held on May 9, 2002 is incorporated herein by reference.

PART IV.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)         1.         Financial Statements

The following items are included herein on the pages indicated.
Consolidated Financial Statements:	Page
Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999	24
Consolidated Balance Sheets as of December 31, 2001 and 2000	25
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000 and 1999	26
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999	27
Notes to Consolidated Financial Statements	28
Price Range of Common Stock	12
Report of Independent Auditors	45
Selected Quarterly Financial Data (unaudited)	14

            2.          Financial Statement Schedule:

The following financial statement schedule is included herein and should be read in conjunction with the consolidated financial statements referenced above:

	Page:
II  - Valuation and Qualifying Accounts	49

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 51 of this Form 10-K.
A copy of any of the exhibits listed or referred to herein will be furnished at a reasonable cost to any person who was a BMC stockholder as of March 18, 2002, upon receipt from any such person of a written request for any exhibit. Requests should be sent to Investor Relations Department, BMC Industries, Inc., One Meridian Crossings, Suite 850, Minneapolis, MN  55423.
The following is a list of each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c):
a)	Revised Executive Perquisite/Flex Policy (effective as of January 1, 1998) (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)).
b)	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)).
c)	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)).
d)	Form of Change of Control Agreement entered into between the Company and Messrs. Carlson, Dobson and Petersen (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)).
e)	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)).
f)	Employment Agreement by and between the Company and Curtis E. Petersen, dated December 3, 2001 (filed herewith as Exhibit 10.23).
g)	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)).
h)	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)).

(b)        Reports on Form 8-K

The Company filed a Form 8-K, dated as of October 12, 2002, on October 24, 2001, reporting 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 14 is submitted as a separate section of this report.

(d)        Financial Statement Schedules

The response to this portion of Item 14 is submitted as a separate section of this report.

Schedule II
Valuation and Qualifying Accounts
Years Ended December 31

(in thousands)

	Balance Beginning of Year	Additions Charged to Costs and Expenses	Deductions	Translation Adjustment and Other	Balance End of Year
2001
Allowance for doubtful accounts	$1,433	$1,452	$1,300	$0	$1,585
Allowance for merchandise returns	1,430	595	766	(476)	783
Total	$2,863	$2,047	$2,066	($476)	$2,368
Inventory reserves	$10,669	$3,696	$1,567	($218)	$12,580
2000
Allowance for doubtful accounts	$1,828	$1,388	$1,783	$0	$1,433
Allowance for merchandise returns	1,546	583	483	(216)	1,430
Total	$3,374	$1,971	$2,266	($216)	$2,863
Inventory reserves	$15,317	($3,021)	$1,201	($426)	$10,669
1999
Allowance for doubtful accounts	$1,266	$1,132	$570	$0	$1,828
Allowance for merchandise returns	1,358	1,076	474	(414)	1,546
Total	$2,624	$2,208	$1,044	($414)	$3,374
Inventory reserves	$12,791	$4,100	$1,145	($429)	$15,317

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on March 29, 2002, on its behalf by the undersigned, thereunto duly authorized.

BMC INDUSTRIES, INC.
By:  /s/Curtis E. Petersen
	Curtis E. Petersen Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 29, 2002, by the following persons on behalf of the registrant and in the capacities indicated.

Signature	Title
/s/Paul B. Burke_                                                     Paul B. Burke	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/Curtis E. Petersen                                                   Curtis E. Petersen	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/John W. Castro                                                       John W. Castro	Director
/s/H. Ted Davis                                                          H. Ted Davis	Director
/s/Joe E. Davis                                                            Joe E. Davis	Director
/s/Harry A. Hammerly                                                Harry A. Hammerly	Director

BMC Industries, Inc.
Exhibit Index to Annual Report on Form 10-K
For the Year Ended December 31, 2001

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 quarterly report on Form 10-Q 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	1984 Omnibus Stock Program, as amended effective December 19, 1989.	Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989 (File No. 1-8467).
10.2	Revised Executive Perquisite/Flex Policy (effective as of January 1, 1998).	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).
10.3	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).
10.4	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).
10.5	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).
10.6	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).
10.7	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).
10.8	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).
10.9	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).
10.10	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).
10.11	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).
10.12	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).
10.13	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).
10.14	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).
10.15	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).
10.16	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).
10.17	Notice of Reduction of Leased Space, dated March 8, 1999, from the Company to GMT Corporation.	Filed electronically herewith.
10.18	Notice of Reduction of Leased Space, dated July 20, 1999, from the Company to GMT Corporation.	Filed electronically herewith.
10.19	Notice of Reduction of Leased Space, dated June 14, 2000, from the Company to GMT Corporation.	Filed electronically herewith.
10.20	Notice of Reduction of Leased Space, dated May 4, 2001, from the Company to GMT Corporation.	Filed electronically herewith.
10.21	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).
10.22	Form of Change of Control Agreement entered into between the Company and Messrs. Carlson, Dobson, and Petersen.	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).
10.23	Employment Agreement by and between the Company and Curtis E. Petersen, dated December 3, 2001	Filed electronically herewith.
10.24	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).
10.25	Commitment letter, dated March 24, 1998, from BT Alex. Brown for an unsecured revolving credit facility totaling $275 million.	Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1998 (File No. 1-8467).
10.26	Credit Agreement, dated as of May 15, 1998, between the Company, Bankers Trust Company as Administrative Agent, NBD Bank as Documentation Agent and Various Lending Institutions.	Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 1-8467).
10.27	Amended and Restated Credit Agreement, dated as of June 25, 1998, among the Company, Several Banks, Bankers Trust Company as the Agent and a Lender and NBD Bank as Documentation Agent and a Lender.	Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 1-8467).
10.28	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 23, 1998, among the Company, Several Banks, Bankers Trust Company as Agent and a Lender, NBD Bank as Documentation Agent and a Lender.	Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File No. 1-8467).
10.29	Amendment No. 2 to Amended and Restated Credit Agreement, dated as of December 30, 1998, among the Company, Several Banks, Bankers Trust Company as Agent and a Lender, NBD Bank as Documentation Agent and a Lender.	Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467).
10.30	Amendment No. 3 to Amended and Restated Credit Agreement, Dated April 29, 1999, among the Company, Several Banks, Bankers' Trust Company as Agent and a Lender, NBD Bank as Documentation Agent and a Lender.	Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 1-8467).
10.31	Consent, Waiver and Fourth Amendment to Credit Agreement, dated December 21, 1999, among the Company, several banks, Bankers Trust Company as Agent and a Lender, Bank One (as assignee of NBD Bank) as agent and a Lender.	Incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
10.32	BME Share Pledge Agreement, dated June 24, 1999, among the Company, Buckbee-Mears Europe and several banks.	Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (File No. 1-8467).
10.33	Amended and Restated Pledge Agreement, dated December 21, 1999, among the Company and Bankers Trust Company as Collateral Agent and a Lender.	Incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
10.34	Release of Pledge, dated December 21, 1999, among the Company and Bankers Trust Company as Collateral Agent.	Incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467).
10.35	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).
10.36	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).
10.37	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).
10.38	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).
10.39	Second Amended and Restated Agreement, dated as of October 12, 201, 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).
10.40	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).
10.41	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 quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File No. 1-8467).
10.42	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.	Filed electronically herewith.
10.43	Commercial Lease, dated September 26, 2000, between Minnesota Logistics II, LLC and Vision-Ease Lens, Inc.	Filed electronically herewith.
21.1	Subsidiaries of the Registrant.	Filed electronically herewith.
23.1	Consent of Ernst & Young LLP, Independent Auditors.	Filed electronically herewith.
99.1	Press Release, dated November 19, 2001, announcing organizational changes.	Filed electronically herewith.
99.2	Press Release, dated January 21, 2002, announcing BMC to Report Fourth Quarter Results and Host Conference Call on Tuesday, February 5, 2002.	Filed electronically herewith.
99.3	Press Release, dated January 28, 2002, announcing BMC completes sale of Vision-Ease's Optifacts Division.	Filed electronically herewith.
99.4	Press Release, dated February 5, 2002, announcing fourth quarter and full year 2001 results.	Filed electronically herewith.
99.5	Press Release, dated February 15, 2002, announcing quarterly dividend.	Filed electronically herewith.

EX-10.17

BMC  Buckbee-Mears St. Paul

March 8, 1999

Mr. Henry Zaidan
GMT Corporation
245 East 6th Street
St. Paul, MN 55101

Dear Henry,

I am pleased to notify you that we will be renewing our lease for the PS-3 space for the period of March 1, 1999 through February 29, 2000 per the terms of the lease amendment on August 1, 1998.

Sincerely,

/s/Benjamin A. Teno

Benjamin A. Teno
Vice President, General Manager

BT/jw

EX-10.18

BMC  Buckbee-Mears St. Paul

HAND DELIVERED
& CERTIF1ED MAIL

July 20, 1999

GMT Corporation
C/OCB Richard Ellis
245East 6th Street
St. Paul. MN 55101

R.E: Lease of Premises at 245 East 6^th Street in St. Paul, by BMC Industries, Inc. from GMT Corporation

This letter is written notice pursuant to Section 4 of the Amendment of Lease dated August 1, 1998, that the tenant elects to reduce the leased premises by terminating the referenced lease as to part of the S-228 space containing approximately 1,325 square feet effective 150 days from the date hereof.

Please contact us to confirm the effective date of the change and the new rent, CAM and tax charges applicable to our lease.

Very truly yours,
BMC Industries. Inc.

/s/Wes Cohen

Wes Cohen
Controller, Buckbee-Mears St. Paul

EX-10.19

BMC  Buckbee-Mears St. Paul

June 14, 2000

Ms. Michele A. Regis
Manager/Property & Leasing
GMT Corporation
245 E. Sixth Street
St. Paul, MN 55101-1918

Dear Michele,

As discussed in our tour of the fifth floor today, Buckbee-Mears St. Paul would like to terminate the lease on approximately 7000 sq. ft. of space in the Park Square building. The attached floor plan depicts the specific areas.

Please contact me at your earliest convenience to discuss.

Sincerely.

/s/Dennis Malecek

Dennis Malecek
Manufacturing Manager

EX-10.20

EMPLOYMENT AGREEMENT 

     This Employment Agreement ("Agreement") is entered into and made effective as of December 3, 2001 by and between BMC Industries, Inc., its subsidiaries and divisions ("Company") and Curtis E. Petersen ("Employee").

     WHEREAS, Company desires to employ Employee and Employee desires to be employed by the Company; and

     WHEREAS, Employee and Company desire to formalize their relationship, and provide for certain benefits and certain protections to Employee and Company subject to and in accordance with this Agreement;

     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.        Employment and Term.  Company agrees to employ Employee in the capacity of Senior Vice-President and Chief Financial Officer, for a period of two years, commencing on December 3, 2001 and continuing until December 3, 2003 (the "Agreement Termination Date"), unless sooner terminated as provided in this Agreement.  Employee agrees to serve and remain in such employment in accordance with this Agreement.  Throughout the term of this Agreement, Employee shall devote his full time and attention during normal business hours to the business and affairs of Company, except for vacations, Company holidays or periods of illness or incapacity.  This Agreement will be automatically renewed for successive one (1) year periods after such initial term, unless and until terminated by either party effective as of the end of such initial term, or successive one-year renewal period, on not less than sixty (60) days written notice before the end of such initial term or any such successive one-year renewal period.

2.        Position and Duties.  Employee shall serve full-time in the position of Senior Vice-President and Chief Financial Officer of the Company.  Employee shall perform such duties in this position as may be prescribed by the Chief Executive Officer or the Board of Directors.  Employee agrees to devote his full-time business efforts, attention and energies to the diligent performance of his duties on behalf of the Company, and will not, during the term of his employment by the Company, engage in any activity or accept employment, full or part-time, from any other person, firm, corporation, governmental agency or other entity which, in the opinion of the Company, would conflict with or detract from the capable performance of Employee's duties and obligations to the Company.  Employee further agrees to comply faithfully with all policies established by Company. 

3.        Compensation.

           (a)       Base Salary.  As compensation for the services rendered under this Agreement, Company agrees to pay Employee a base salary of $205,000.00 per annum, less applicable deductions and withholdings as required by law, subject to annual adjustment at the discretion of Company's Board of Directors.  Employee shall be paid a portion of his base salary as frequently as similarly situated employees. Currently, similarly situated employees are paid on a bi-weekly basis.

           (b)        Other Wage Based Benefits.  During the term of this Agreement, Employee shall be eligible for participation in Company's Executive Perk and Flex Benefit Plans and any bonus/incentive plan that is generally provided to employees at the same or similar level, which, as of the date of this Agreement, consists of the Management Incentive Plan ("MIP") (attached as Exhibit A to this Agreement).  Employee will participate in MIP with a targeted bonus opportunity of 50% of base salary and a maximum opportunity of 75% of Employee's base salary, depending upon the financial performance of BMC.  Participation in any bonus/incentive plan is subject to the Company's right to modify, substitute or terminate such plan at its sole discretion.  Employee shall also receive a Non-Qualified Stock Option (NQSO) grant for 50,000 shares of BMC common stock, effective on the date of this Agreement.  The option exercise price will be the average of the high and low trading price of BMC stock on the New York Stock Exchange on such date.  This option will have a three (3) year vesting period for 25,000 shares and a five (5) year vesting period for the remaining 25,000 shares, with the first installment of each becoming exercisable on the first anniversary date of this Agreement.  Under the vesting schedule for these options, which is attached as Exhibit B to the Agreement, partial year vesting is not allowed.

4.        Benefits and Vacation.  During the term of this Agreement, Employee shall have the right to participate in any group insurance and other fringe benefit plans which are generally provided to employees at the same or similar level, subject, however, to the Employee's qualification for participation in such benefit plans pursuant to the terms and conditions under which such benefit plans are offered.  The Company will execute a Change in Control Agreement with Employee in the form attached hereto as Exhibit C.  Employee also will be entitled to an amount of vacation as is consistent with and does not otherwise interfere with Employee's duties hereunder and to all legal holidays observed by the Company, in each case, in accordance with the Company's policies as in effect from time-to-time. 

5.        Expenses.  The Company agrees to reimburse Employee for ordinary and necessary business expenses incurred by him in performing services for the Company in accordance with established corporate policies as may be in effect from time to time.

6.        Representation of Employee.   Employee represents and warrants that he is not party to or otherwise subject to or bound by the terms of any contract, agreement or understanding that in any manner will limit or otherwise affect his ability to perform his obligations under this Agreement.

7.        Termination of Employment.  This Agreement shall terminate on the first to occur of the following events (the "Events of Termination"):

(a)	The Agreement Termination Date
(b)	On the date of the Employee's death
(c)	On the date of Employee's total disability, subject to Employee's right to Separation Pay Upon a Determination of Total Disability as defined in paragraph 10 of this Agreement.  As used herein, the term "total disability" shall mean any disability, whether caused by illness, injury or other incapacity, which prevents Employee from fulfilling his regular duties for a period of ninety days or more, despite the availability of a reasonable accommodation
(d)	Company may terminate Employee for Cause, as defined in paragraph 8 of this Agreement; or
(e)	Company may terminate Employee without cause, subject to Employee's right to Separation Pay or Change in Control Pay, as described in paragraph 9 of this Agreement.

Employee's employment under this Agreement (but not Employee's rights and obligations under Paragraph 11 of this Agreement), and all of Company's rights and obligations under this Agreement (but not its rights and obligations under Paragraph 11) shall terminate upon the termination of this Agreement.

8.        Termination for Cause.  Company may discharge Employee and terminate his employment immediately, without any prior notice, at any time, for Cause.  As used in this Agreement, the term "Cause" shall include:

(a)	any act of fraud or dishonesty by Employee
(b)	repeated violations by Employee of his obligations under this Agreement that are demonstrably willful and deliberate on Employee's part and that are not remedied within a reasonable period after Employee's receipt of notice of such violations from the Company
(c)	Employee's continued act of insubordination or refusal to perform assigned duties after Employee has been provided at least ten (10) days notice in writing of what performance is required; or
(d)	willfully engaging in illegal conduct that is materially and demonstrably injurious to the Company.

For the purposes of this Paragraph 8, no act, or failure to act, on Employee's part shall be considered "dishonest", "willful" or "deliberate" unless done, or omitted to be done, by Employee in bad faith, and without reasonable belief that Employee's action or omission was in, or not opposed to, the best interest of the Company.  Any act, or failure to act, based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interest of the Company.

9.       Separation Pay.  If Employee is terminated for Cause or voluntarily resigns, he is not entitled to Separation Pay.  If at any time during his employment by the Company, Employee's employment is terminated by Company other than (a) for Cause, (b) on account of Employee's death or total disability, or (c) for reasons which invoke section 2 of the Change in Control Agreement, then Company shall pay Employee Separation Pay in an amount equal to Employee's annual salary under this Agreement.  This Separation Pay shall be disbursed to Employee within thirty (30) days after Employee's termination date.  In addition, Employee will be entitled to the payment of MIP, if any, or any incentive plan offered in replacement of MIP, with respect to the fiscal year in which such termination occurs; provided, that, such payment shall be pro-rated to the date of termination.  Such payment shall be paid as and when contemplated under MIP, or any replacement thereof, notwithstanding that the Termination Date may have previously occurred.  This paragraph 9 shall survive termination of this Agreement and be effective so long as Employee remains an employee of the Company.  No Separation Pay shall be due to Employee or his estate in the event of Employee's death.  Employee shall not be entitled to receive both Separation Pay and Change in Control Pay.

10.       Separation Pay Upon a Determination of Total Disability.  If Company determines that Employee is totally disabled, as defined in Paragraph 7(c), Company may terminate this Agreement.  As Separation Pay upon such a determination, Company shall pay Employee an amount equal to Employee's annual salary under this Agreement.  This Separation Pay shall be disbursed to Employee within thirty (30) days after Company's termination of this Agreement in accordance with the terms of this Paragraph 10.

11.        Confidentiality.  Employee recognizes and acknowledges that due to the nature of his employment and the position of trust that he will hold, he will have special access to, learn, be provided with, and in some cases, will prepare and create for the Company, trade secrets and other confidential and proprietary information relating to the Company's business, including, but not limited to financial information, business plans, marketing information, business strategies, methods, operations and procedures, correspondence, customer lists, special customer requirements and methods of servicing the customers, and other information concerning the Company's customers and customer contacts.  Employee acknowledges and agrees that such information is the exclusive property of the Company, that it has been and will continue to be of central importance to the business of the Company, and that the disclosure of it to, or use by, others will cause the Company substantial and irreparable losses.  Accordingly, Employee will not, either during his employment or at any time after the termination of his employment with the Company for any reason, use, reproduce or disclose any trade secrets or other confidential or proprietary information relating to the business of the Company or its customers which is not generally available to the public, except as may be necessary in discharging his assigned duties as an employee of the Company.  Employee's confidentiality obligations under this are in addition to, and not in lieu of, any confidentiality obligations that may apply to Employee under any rule or policy of the Company, and any other agreement, statute or common law.

12.        Company Property.  All correspondence, records and other documents, including all copies, which come into Employee's possession by, through, or in the course of his employment with the Company, regardless of the source and whether or not created by Employee, are the sole and exclusive property of the Company, and immediately upon the termination of Employee's employment for any reason, Employee shall return to the Company all such documents and other property of the Company.  Employee agrees that the Company may withhold any sums otherwise due to Employee upon termination until Employee has satisfied all obligations under this Paragraph.

13.       Reasonableness of Restrictions.  Employee has carefully read and considered the provisions of Paragraph 11 of this Agreement and, having done so, agrees that the restrictions set forth in such paragraph are fair and reasonable and are reasonably required for the protection of the interests of Company, its directors, officers, and other employees.

14.       Right To Injunctive Relief.  Employee agrees that in the event of any breach by Employee of Paragraph 11 of this Agreement, the Company shall be entitled to immediate and permanent injunctive relief restraining said breach, in addition to and not in lieu of any action for damages or any other legal, equitable remedies available to the Company for said breach.

15.        Severability.  This Agreement is intended to limit disclosure and competition by Employee to the maximum extent permitted by law.  If it shall be finally determined by any court of competent jurisdiction ruling on this Agreement that the scope or duration of any limitation contained in this Agreement is too extensive to be legally enforceable, then the parties hereto agree that the scope or duration of such limitation shall be deemed to be the maximum scope or duration of such limitation shall be deemed to be the maximum scope or duration that shall be determined by a court of competent jurisdiction to be legally enforceable and Employee hereby consents to the enforcement of such limitation as so modified.

16.        Applicable Law.  This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Minnesota (except with respect to conflicts of law).  The parties agree that all actions or proceedings in any way, manner or respect, arising out of or from or related to this Agreement shall be litigated in courts which have situs within the State of Minnesota.  The parties further consent to and submit to the jurisdiction of any local, state or federal court located within Minnesota and each party hereby waives any right it may have to transfer or change the venue of any litigation brought against such party by the other in accordance with this Agreement.

17.        Binding Effect.  The Agreement is binding upon and shall inure to the benefit of the parties and their legal representatives, successors and assigns.

18.        Complete Agreement.  This Agreement, together with the Non-Statutory Stock Option Agreement dated December 3, 2001, supersedes that certain Agreement, dated August 8, 2001, between Vision-Ease Lens, Inc. and Employee, and reflects the entire understanding of the parties with respect to the subject matter hereof.  This Agreement may not be changed or altered except by writing signed by the parties hereto.

19.        Waiver.  The waiver by either party of any breach of any provision of this Agreement shall not be construed to be a waiver by such party of any succeeding breach of such provision or a waiver by such party of any breach of any other provision.

20.        Counterparts.  This Agreement may be executed in counterparts, each of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

Dated:  February 13, 2002	BMC INDUSTRIES, INC.
	By:  /s/Jon A. Dobson_______________
	Its:  V.P., General Counsel and Secretary________
Dated:  February 13, 2002	CURTIS E. PETERSEN
	_/s/Curtis E. Petersen

EX-10.21

BMC  Buckbee-Mears St. Paul

May 4, 2001

Mr. Henry Zaidan
President
GMT Corporation
245 E. Sixth Street
St. Paul, MN 55101-1918

Dear Henry:

I would like to update GMT on the status of our facilities plan and introduce our formal notice for another facility giveback in 2001.

Prior Notification Updates:
Fire barn

--	Per your request, we will giveback - 7,000 sq. ft. as described in our October 6, 2000 letter.  Buckbee-Mears. St Paul will retain first floor rooms F101, F102, F103, F105 and F107 for out shipping/receiving operations.
--	We expect this project to be completed July 2001.
--	GMT funds any costs associated with revamping utilities and modifying the facilities.

5^thFloor Park Square

--	In our letter dated 14-Jun-00 Buckbee-Mears, St. Paul requested to giveback -7,000 sq. ft. of Park Square 5th floor- space which included room P502, P508 and P509.  Assuming the giveback ofthe fire barn is completed, we need to retain room P502 for material storage space.
--	We expect this project to be completed by I-July-0l.
--	GMT funds any costs associated with revamping utilities.

New Business:
6^th Floor Park Square

-- Due to an unusuallylow sa1es forecast, we have reduced our staffing levels at BMSP.  Therefore, we are providing notice that we will giveback all office space on the 6^th floor Park Square Building.  Per our contract, we will vacate the space in 5 months from the date of this letter.  This area covers approximatc1y 2,700 sq. ft.

Please contact me at your earliest convenience to discuss.

Sincerely,

/s/Dennis Malacek 

Dennis Ma1acek
Director of Manufacturing

EX-10.42

FIRST AMENDMENT TO LEASE

          THIS FIRST AMENDMENT TO LEASE ("Amendment") is made as of March 5, 2002, between OTR, an Ohio general partnership ("Landlord") acting as the duly authorized nominee of the BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, and BMC Industries, Inc., a Minnesota corporation ("Tenant").

          RECITALS:

A.	Landlord and Tenant entered into a Lease - Meridian Crossings I dated October 29, 1997 (the "Lease"), for approximately 11,124 square feet of office space (the "Original Premises") on the eighth floor of the building located at One Meridian Crossings in Richfield, Minnesota (the "Building").
B.	Tenant wishes to expand the Original Premises and Landlord is willing to accommodate the same on the terms contained herein

AGREEMENT:

For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, Landlord and Tenant agree as follows:

1.	Capitalized Terms.  Capitalized terms not defined herein will have the meanings given to the same in the Lease.
2.	Premises Expansion.  On or prior to April 1, 2002 (the "Commencement Date"), (A) approximately 2,689 rentable square feet of space on the eighth floor of the Building immediately adjacent to the Original Premises as depicted on Exhibit A attached hereto (the "New Premises"), will be added to the Original Premises, and (B) from and after the Commencement Date, the term "Premises" as used in the Lease will include the Original Premises and the New Premises and will consist of approximately 13,813 rentable square feet of office space.  If Landlord cannot deliver possession of the New Premises to Tenant on or before April 1, 2002, for any reason, Landlord will not be subject to any liability for failure to give possession.  Under such circumstances, Rent for the New Premises reserved and covenanted to be paid as stated herein will not commence until the New Premises is available for occupancy, and no such failure to give possession on or before such date will affect the validity of the Lease or the obligations of Tenant thereunder, nor shall the same be construed to extend the Term.  Notwithstanding the foregoing, if Landlord is unable to deliver the New Premises to Tenant prior to June 1, 2002, Tenant may terminate this Amendment by giving written notice of the same to Landlord on or prior to June 3, 2002, and, upon such notification, this Amendment will automatically terminate.
3.	Term.  The Term is hereby extended to run through and including March 31, 2006.
4.	Base Rent.  Commencing on the date that the New Premises is delivered to Tenant by Landlord, Base Rent for the Premises will be as follows:

LEASE MONTH	MONTHLY BASE RENT	BASE RENT PER SQ. FT. OF RENTABLE AREA
Delivery of New Premises to Tenant - 3/31/04	$17,266.25	$15.00
4/1/04 - 3/31/05	$18,705.10	$16.25
4/1/05 - 3/31/06	$19,280.65	$16.75

5.	Building.  The number of rentable square feet in the Building as stated in Section (b) of the Data Sheet of the Lease is amended to be 186,307.
6.	Tenant's Percentage.  The term "Tenant's Percentage" as defined in Section (j) of the Data Sheet of the Lease is amended to be 7.414%.
7.	Improvements.  Landlord will, at Landlord's sole expense and prior to delivery of the New Premises to Tenant, construct (A) a demising wall separating the New Premises from the space currently leased and occupied by Solonis, Inc., and (B) an exit corridor extension for the New Premises, each of which will include all taping, sanding and painting by Landlord.  The parties hereto acknowledge that Landlord will employ MP Johnson to perform the foregoing work and that Tenant will also use MP Johnson to perform additional tenant improvements simultaneously with the performance of Landlord's work in the New Premises.  In addition to the foregoing, upon delivery of the New Premises to Tenant by Landlord, Landlord will provide Tenant with the sum of $27,626 (the "Allowance") to be used by Tenant toward the cost of installing improvements in the Premises (the "Improvements").  All Improvements will be constructed, installed and completed in accordance with Article VIII of the Lease.  If the actual cost of the Improvements is less than the Allowance, Landlord will have no claim to the unused portion of the Allowance.
8.	Signage.  Tenant may, at Tenant's sole expense, install Tenant's name and logo on the monument sign for the Building.   The design and size of such sign must be approved in writing by Landlord prior to installation of the same, which approval will not be unreasonably withheld.
9.	Notice Address.  The notice address for Landlord in Section (l) of the Data Sheet of the Lease is changed to the following:

	Escom Properties, Inc.
	10200 73rd Avenue North
	Suite 102
	Maple Grove, Minnesota 55369
	Attention:  Ernest E. Swanson
With a copy to:	c/o OTR
	275 East Broad Street
	Columbus, Ohio 43215
	Attention: Real Estate Manager

10.	Deleted Provisions.  Articles XXV (Termination Option), XXVI (Tenant Improvement Allowance and Tenant Work), XXIX (Initial Expansion Right), and XXI (Additional Space), each in the Rider to the Lease, are hereby deleted.
11.	Expansion Option.  Tenant is granted the right to expand its Premises by leasing up to 3,000 contiguous, rentable square feet of space on the eighth floor of the Building (the "Expansion Space") currently leased and occupied by  Solonis, Inc.  upon vacation of said space by Solonis, Inc.  Any portion of the Expansion Space desired by Tenant must be contiguous and adjacent to the Premises.  To exercise this expansion right, Tenant must give Landlord written notice of its desire to occupy all or any portion of the Expansion Space by November 1, 2002.  Tenant's lease of the Expansion Space will be on the same terms, covenants and conditions provided in the Lease except that Base Rent for the space added by Tenant will be equal to 95% of the monthly base rent which would then be charged by Landlord for the expansion space considering the condition of such space and based on rates then being charged by Landlord for comparable space in the Building.  No provisions of this Lease relating to free rent, leasehold improvements, allowances, or other incentives or concessions, if any, will apply to the expansion space unless hereafter agreed upon between the parties in writing.  If Tenant timely exercises its right to expand pursuant to this section, Landlord will deliver to Tenant an amendment to this Lease adding the additional space to the Premises.  If  Tenant fails to timely exercise its expansion right hereunder, or if Tenant fails to execute and deliver the lease amendment to Landlord within 5 business days after delivery to Tenant of the same (reflecting the terms agreed upon herein), then Landlord may lease all or any portion of the Expansion Space to one or more third parties and the expansion option granted hereby will terminate.
12.	Brokers.  Tenant represents that Tenant has directly dealt with and only with CB Richard Ellis, who represented Landlord (whose commission, if any, shall be paid by Landlord pursuant to separate agreement), and the Keewaydin Group, Inc., who represented Tenant (whose commission, if any, will be paid by CB Richard Ellis via separate agreement), as the brokers in connection with this Amendment and Tenant will indemnify and hold Landlord harmless from all damages, liability and expense (including reasonable attorneys' fees) arising from any claims or demands of any other broker or brokers or finders for any commission alleged to be due such broker or brokers or finders in connection with its participating in the negotiation with Tenant of this Amendment.
13.	Contingency.  The terms of this Amendment are contingent upon Landlord entering into a lease  amendment with Solonis, Inc. whereby said tenant will surrender the New Premises to Landlord.  If such an amendment cannot be obtained on or prior to March 8, 2002 (the "Contingency Date"), then either party hereto may terminate this Amendment by written notice given to the other party within 2 business days after the Contingency Date.
14.	Ratification.  Except as specifically amended hereby, the Lease remains in full force and effect.  If any conflict arises between the terms of the Lease and this Amendment, the terms of this Amendment shall control.

        EXECUTION:

LANDLORD:

OTR, an Ohio general partnership, acting as the duly authorized nominee of the BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO

By:        /s/Alan E. Muench               

Its:   Director, Midwestern Region         

TENANT:

BMC INDUSTRIES, INC.

By:  /s/Bradley D. Carlson           

Its:   Treasurer

EXHIBIT A

Depiction of New Premises

EX-10.43

COMMERCIAL LEASE

     THIS LEASE, MADE AND ENTERED INTO THIS 26th day of September 2000, by and between Minnesota Logistics II, LLC, a Minnesota limited liability company (hereinafter "Landlord"), and Vision-Ease Lens, Inc., a corporation under the laws of Minnesota (hereinafter "Tenant").

RECITALS

A.	Minnesota Logistics II, LLC currently located at 700 North 54th Avenue in the City of St. Cloud, the legal description of which is attached hereto as Exhibit A and made a part hereof by reference.  (hereinafter referred to as "the premises").
B.	Tenant wishes to lease the building located on the real estate described in Exhibit A, and Landlord is willing to lease the same to Tenant, according to the terms and conditions set forth below.
	WITNESSETH,

1.     Leased Premises.  Landlord leases to Tenant and Tenant takes from Landlord the building located at 700 North 54th Avenue, St.  Cloud, Minnesota, which shall include parking areas located at that same address, said leased premises being located on the real estate legally described in Exhibit A and said leased premises being shown in the sketch attached as Exhibit B and made a part hereof by reference (hereinafter referred to as "demised premises" or "leased premises") together with all rights, privileges, easements, appurtenances, and immunities belonging to or in any way pertaining to the said premises and together with the building and other improvements now erected upon said demised premises, as the same now are, with no obligation on the part of the Landlord to put or keep the same in any other, different, or better condition, except as otherwise set forth herein.  Tenant agrees that it is leasing the premises on an "AS IS", "WHERE IS" and "WITH ALL FAULTS" basis, based upon its own judgment, and hereby disclaims any reliance upon any statement or representation whatsoever made by Landlord.

2.     Lease Term.  This lease shall commence on September 28, 2000 and shall terminate at midnight on September 28, 2005, unless renewed and extended in accordance with the provisions hereof.

3.     Right of Renewal of Lease Term.  Tenant shall have the right to renew this lease, according to its terms in effect at the end of the original term for an additional three 2-year terms commencing September 28, 2005, on September 28, 2007 and then again on September 28, 2009.  Tenant shall exercise Tenant's right of renewal by giving notice to Landlord, in writing, no less than 180 days before the end of the initial lease term, of Tenant's election to renew.

4.  Rentals.
a.	Basic Rental.  Basic rental for the plant and production area will be at the rate of $3.60 per square foot per year with an area agreed upon by the parties being leased of 69,595 square feet, which amounts to a annual rental of $250,542.00 per year, payable in monthly installments of $20,878.50, commencing on the date of this lease and continuing on the same date of each and every month thereafter throughout the term of this lease.  The basic rental for the office space shall be in the amount of $7.80 per square foot per year at an agreed-upon square footage of 12,401 square feet, which amounts to an annual rental of $96,727.80 per year, payable in monthly installments of $8060.65 commencing on the date of this lease and continuing on the same date of each and every month thereafter throughout the term of this lease.  The total monthly rental payments shall be $28,939.15.
	In the event Tenant exercises the option to renew the lease for one or more additional 2-year terms, the parties agree to adjust the rental as follows:
	The amount of rent to be paid for the additional terms will be set by Landlord based upon prevailing market rates for comparable space in the St. Cloud area, in the reasonable discretion of Landlord.  Landlord shall provide this information to Tenant upon Tenant's request, so that Tenant may determine whether to renew this lease.

     If the parties fail to agree on the rent for an additional term, by mutual agreement after not less than two weeks of negotiation either party may choose an appraiser as hereinafter provided and cause the rent to be determined in the following manner.  The fair rental value or market value of the leased premises shall be determined by appraisers.  The party desiring the appraisal may chose one appraiser after which the other party shall have twenty (20) days in which to choose an appraiser.  Should a second appraiser not be chosen within said twenty days, the party naming the first appraiser may choose the second appraiser.  The two so chosen shall select a third appraiser within twenty (20) days, and if they fail to do so, the selection on application of either party may be made by any Judge of the District Court of Stearns County, Minnesota.  The decision of any two such appraisers shall be binding upon the parties.  In the event that a board of three appraisers is appointed to act hereunder, all determinations made by such appraisers and all proceedings and actions of such appraisers, except as herein otherwise provided, shall be governed by the provisions of the Minnesota Uniform Arbitration Act (Minnesota Statutes, Chapter 572).  The fees and expenses of the appraisers shall be paid equally by the parties.

All of the appraisers selected herein shall be real estate appraisers with not less than fifteen (15) years experience in the valuation of industrial real estate in the City of St. Cloud, Minnesota, and shall have no interest directly or indirectly in the parties hereto or in any parent, subsidiary or affiliate thereof, and shall have not, during the five year period immediately preceding his selection as appraiser hereunder, rendered services to or acted on behalf of said parties or a parent, subsidiary or affiliate thereof.

b.	Additional Rentals.  Tenant shall pay to Landlord, as additional rentals, during the lease term and during the renewal lease term all of the annual installments of real estate taxes and special assessments included with the annual real estate taxes (except that they shall be prorated as of the date of the lease term for the first and last calendar years of the lease) and all insurance premiums applicable to the demised premises.   Landlord will provide copies of insurance premiums to Tenant and Tenant shall have 15 days to reimburse Landlord for such premiums.    Tenant shall further pay for all utilities and garbage removal for the demised premises, as is further set forth in Section 13.
	In addition to payments noted above, Tenant shall pay 100% of the cost of the cost of maintenance of the parking lot constituting the leased premises.
	It is agreed that, for the purposes of determining the amount of real estate taxes to be paid by Tenant, that the taxes applicable to the real estate described in Exhibit A shall be allocated as follows:
	95% to Tenant
	5% to Landlord

     5.     Use.  The demised premises shall be used only for the purpose of general office use and manufacturing uses consistent with Tenant's existing use as of the commencement of this lease or used of sublessees approved by Landlord, and for such other lawful purposes as may be incidental thereto.  Tenant shall at Tenant's own cost and expense obtain any and all licenses and permits necessary for such use.  Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the demised premises, and shall promptly comply with all governmental orders and directives for the correction, prevention, and abatement of nuisance in or upon or connected with the demised premises, all at Tenant's sole expenses.

6.     Parking Area.  As part of the demised premises, Tenant is assigned on site parking shown on the sketch attached as Exhibit B and made a part hereof be reference.

7.     Repairs.   

a.

Landlord's Responsibilities.  Landlord shall at all times, at Landlord's sole cost and expense keep the exterior walls, the gutters and water spouts of the buildings situated on the demised premises, in good repair and condition, and will promptly make all structural repairs necessary during the term hereof, including the roof for which Landlord shall be responsible unless damage is caused thereto by Tenant in which case Tenant shall be responsible for said repairs.    In the event that the building situated upon the demised premises should become in need of repairs required to be made by Landlord hereunder, Tenant shall give immediate written notice thereof to Landlord.

b.

Tenant's Responsibilities.  Tenant shall keep the buildings and other improvements located on the demised premises ~n good condition and make all necessary repairs, including replacement where necessary (except those expressly required to be made by Landlord) including but not limited to repairs to the plate glass, heating system, exposed plumbing pipes and fixtures, air conditioning equipment, and the interior of the building generally.   At the end or other termination of this lease, Tenant shall deliver up the leased premises with all improvements located thereon, in good repair and condition, reasonable wear and tear and damage by fire, tornado, or other casualty and the elements only excepted.   Tenant shall further be responsible for all parking lot maintenance and repair (including crack and pothole repair and sealing as needed, but not resurfacing of tar) and all maintenance of the outside grounds.   Tenant shall perform all maintenance and repair work necessary to maintain the demised premises in good condition reasonable wear and tear excepted.   Notwithstanding the foregoing, there are currently 38 HVAC units on the roof of the main building used for air conditioning purposes.  It has been determined that the building can be properly air conditioned and heated by 21 of those HVAC units, provided they are properly located.  Therefore, Tenant only shall have the obligation to maintain not less than 21 HVAC units, properly located, and deliver at the end of the lease term 21 properly located working HVAC units.  Exhibit C contains details of the compressors needed to comply with this section.

8.     Covenant Against Waste.  Tenant shall throughout the demised term take good care of the buildings and other improvements located upon the demised premises, and keep them free from waste or nuisance of any kind.

9.     Alterations and Improvement.  Tenant shall not make any major alterations, additions, or improvements to the demised premises without the prior written consent of Landlord which consent shall not be unreasonably withheld.  Tenant may, without the consent of Landlord, but at Tenant's own cost and expense and in good workmanlike manner make such minor alterations, additions or improvements, or erect, remove, or alter such partitions, or erect such shelves, bins, machinery and trade fixtures as it may deem advisable, without altering the basic character of the building or improvements, and in each case complying with all applicable governmental laws, ordinances, regulations, and other requirements.  At the termination of this lease, Tenant shall, if Landlord so elects, remove all alterations, additions, improvements and partitions erected by Tenant after the date hereof which have not been consented to by Landlord and restore the premises to their original condition, otherwise such improvements shall be delivered up to Landlord with the premises.  All trade fixtures, equipment and personal property owned by Tenant may be removed by Tenant at the termination of this lease if Tenant so elects and shall be so removed if required by Landlord.  All such removals and restoration shall be accomplished in a good workmanlike manner so as not to damage the primary structure or structural qualities of the building and other improvements situated on the demised premises.

10.     Signing.  Tenant shall not construct any new projecting sign or awning without the prior written consent of Landlord which consent shall not be unreasonably withheld.  Signs existing at the inception of this lease are approved by the Landlord.  Signs must conform with applicable governmental laws, ordinances, regulations, and other requirements.  Tenant shall remove all such signs at the termination of this lease.  Such installations and removals shall be made in such manner as to avoid injury, defacement or overloading of the buildings and other improvements.  All such signs shall be placed only on the building actually leased by Tenant.

11.     Hazardous Usage. 

a.	Tenant will not permit the demised premises to be used for any purpose which would render the insurance thereon void or the insurance risk more hazardous.
b.	Tenant shall not install, use, generate, store or dispose of in or about the demised premises any hazardous substance, toxic chemical, pollutant or other material regulated by the comprehensive Environmental Response, Compensation and Liability Act of 1985 or the Minnesota Environmental Response and Liability Act or any similar law or regulation, including without limitation any material containing asbestos, PCB, CFC or HCFC (collectively "Hazardous Materials") without Landlord's written approval of each Hazardous Material.  Landlord shall not unreasonably withhold its approval of use by Tenant of Hazardous Materials customarily used in its business operations so long as Tenant uses such Hazardous Materials in accordance with all applicable laws.  Tenant shall indemnify, defend and hold Landlord harmless from and against any claim, damage or expense arising out of Tenant's installation, use, generation, storage, or disposal of any Hazardous Materials, regardless of whether Landlord has approved the activity.  The Landlord hereby consents to the use of hazardous materials and substances by the Tenant to the extent necessary for use in the operation of Tenant's business, provided that Tenant shall use and periodically dispose of such substances in compliance with all laws, regulation and ordinances, and further provided that Tenant properly removes all such substances from the premises at the termination of this lease and disposes of them properly.
c.	Tenant will not use or occupy the demised premises for any unlawful purpose, and will comply with all present and future laws, ordinances, regulations, and orders of all governmental entities having jurisdiction over the demised premises, including those relating to disposal of hazardous waste and chemicals.  However, Tenant shall not be obligated to alter or modify the building or the improvements owned by the Landlord to comply with future laws, ordinances, regulations and orders, except when related to Tenant's use.
d.	Tenant agrees to absolutely indemnify, defend and hold Landlord harmless of and from any loss, damage, costs, expenses, including all attorneys fees, arising out of or in any manner related to Tenant's generation, transportation, treatment, storage, manufacture, emission, use of disposal of any toxic or hazardous substances in, from, to or about the Leased Premises prior to or during the term of this lease.  This warranty shall survive the expiration or termination of this Lease.

12.     Right of Entry.  Landlord and Landlord's agents and representatives shall have the right to enter and inspect the demised premises (including Phase II environmental tests) at any time during reasonable business hours upon reasonable advance notice to Tenant, for the purpose of ascertaining the condition of the demised premises or in order to make such repairs as may be required to be made by Landlord under the terms of this lease.

13.     Utilities.  Landlord agrees to provide gas, water, electricity and telephone service connections to the demised premises, and the Tenant shall pay all charges incurred for any utility services or snow plowing used on the demised premises, and shall furnish all electric light bulbs and tubes.  All utility and waste removal bills shall be sent directly to Tenant.

14.     Assignment of Lease.  Tenant shall not have the right to assign this lease or to sublet the whole or any part of the demised premises without the prior written consent of Landlord which shall not be unreasonably withheld or delayed, provided Tenant may assign this Lease in connection with a sale of Tenant's business to an entity with a net worth greater than the combined net worth of Tenant and Tenant's Guarantor (see Section 30 of this lease); but notwithstanding any such assignment or subletting, Tenant shall at all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all and other obligations under the terms, provisions, and covenants of this lease, including the use of the premises, unless Landlord shall have negotiated and entered into a new lease with the proposed sub-lessee or assignee, or Landlord shall have agreed in writing to accept performance by the sub-lessee or assignee and exonerate Tenant of further rents and performance.  Alternatively, Landlord may revise the lease to terminate the lease arrangement for the area proposed in the sublease, and will proportionately credit the rental payments accordingly.  Upon the occurrence of any event of default as herein defined, if the demised premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by laws, may at their option collect directly from such assignee or sub-Tenant all the rents becoming due to them by Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of its obligations hereunder.  Landlord shall also have the right to assign any of their rights under this lease; but notwithstanding any such assignment, Landlord shall at all times remain fully responsible and liable for compliance with all of their obligations under the terms, provisions and covenants of this lease.

15.     Casualty.  In the event that the improvements located upon the demised premises should be damaged or destroyed by fire or other casualty, Tenant shall give written notice thereof to Landlord within a reasonable time.  If the improvements located upon the demised premises are substantially destroyed (50% or more) by fire, tornado or other casualty, or if said improvements are so damaged that it reasonably appears the rebuilding or repair of the same cannot be completed within one hundred twenty (120) days then this lease shall cease and come to an end at the option of either Landlord or Tenant.  To exercise said option of termination, either Landlord or Tenant shall give written notice to the other party within twenty (20) days after said damage occurs.  Upon notice of termination, this lease shall terminate and the rent for the unexpired term of this lease shall be abated effective as of the date the damage occurs.  In the event that the option to terminate is not so exercised within the time specified therefore, this lease shall remain in full force and effect and Landlord shall proceed with due diligence to repair and restore said premises to substantially the same condition as prior to such damage or destruction.  Until said premises are repaired and restored to such condition, rent shall abate.

In the event that the improvements located upon the leased premises should be damaged by fire, tornado or other casualty but not to such extent as to be substantially destroyed (Sot or more), or to such extent that rebuilding or repairs can be completed within ninety (90) days after the date upon which said damage occurs this lease shall not terminate.  In such event, Landlord shall proceed with reasonable diligence to rebuild and repair said improvements to substantially the condition in which they existed prior to said damage.  Until said premises are so repaired and restored the rent payable hereunder shall be abated.  In the event that Landlord should fail to complete said repairs and rebuilding within ninety (90) days after the date of said damage, Tenant may at its option terminate this lease by delivering written notice of termination to Landlord whereupon all rights and obligations hereunder shall cease and terminate.

16.     Indemnity of Landlord.  Landlord shall not be liable to Tenant or Tenant's employees, agents, or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the demised premises, caused by the negligence or misconduct of Tenant, its agents, servants, or employees, or of any other person entering upon the premises under express or implied invitation of Tenant, its agents, servants, or employees, or of any other person entering upon the premises under express or implied invitation of Tenant, or caused by the buildings and improvements located on the premises or caused by leakage of gas, oil, water or steam, or by electricity emanating from the premises, or due to any other cause whatsoever, and Tenant agrees to carry property damage and liability insurance as hereinafter set forth for the purpose of saving Landlord harmless to the extent of such coverage.  Any injury to person or damage to property caused by the negligence of Landlord or by the failure of Landlord to repair and maintain that part of the premises which Landlord is obligated to repair and maintain, shall be the liability of Landlord and not of Tenant, and Landlord agrees to indemnify Tenant and hold Tenant harmless from any and all loss, expense, or claims arising out of such damage or injury.

17.     Insurance.  Tenant agrees to purchase, in advance, and to carry in full force and effect the following insurance:

a.

"All risk" property insurance covering the full replacement value of all of Tenant's leasehold improvements, trade fixtures and personal property within the Premises.  Landlord shall be named as loss payee and additional insured under all such policies.

b.

Commercial general liability insurance, providing coverage on an "occurrence" rather than a "claims made" basis, which policy shall include coverage for Bodily Injury, Property Damage Personal Injury, Contractual Liability (applying to this Lease), and Independent Contractors, in current Insurance Services Office form or other form which provides coverage at least as broad.  Tenant shall maintain a combined policy limit of at least $4,000,000 applying to Bodily Injury, Property Damage and Personal Injury, which limit may be satisfied by Tenant's basic policy, or by the basic policy in combination with umbrella or excess policies so long as the coverage is at least as broad as that required herein.  Such liability, umbrella and/or excess policies may be subject to aggregate limits so long as the aggregate limits have not at any pertinent time been reduced to less than the policy limit stated above, and provided further that any umbrella or excess policy provides coverage from the point that such aggregate limits in the basic policy become reduced or exhausted.  Landlord shall be named as additional insured under all such policies.

Landlord shall procure fire insurance and extended coverage and such other insurance for the full insurable value on all improvements excluding the Tenant's property referenced above.  The premiums therefore will be paid by Tenant pursuant to Section 4b.  Neither party shall be liable to the other or to any insurance company insuring them for any loss or damage to any building or structure, or other tangible property, or losses under workmen's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of said party, its agents or employees, to the extent covered by the other party's insurance.

18.     Condemnation Clause.  If the whole or any substantial part (25% or more of the building or parking area or a taking affecting ingress or egress) of the demised premises should be taken for any public or quasi-public use under the governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective when the physical taking of said premises shall occur.  Tenant shall have no claim against the condemning authority, Landlord, or otherwise, for any portion of the amount that may be awarded as damages as a result of such taking or condemnation or for the value of any unexpired term of this lease; provided, however, that Landlord shall not be entitled to any separate award made to Tenant for loss of business or costs of relocation.

If less than a substantial part of the demised premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, this lease shall not terminate but the rent payable hereunder during the unexpired portion of this lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances.

19.     Holding Over.  Should Tenant, or any of its successors in interest, hold over the leased premises, or any part thereof, after the expiration of the term of this lease, unless otherwise agreed in writing, such holding over shall constitute and be construed as a tenancy from month to month only.  All obligations and duties imposed by this lease upon the Landlord and Tenant shall remain the same during any such period of occupancy.

20.     Events of Default.  The following events shall be deemed to be events of default by Tenant under this lease:

a.	Tenant shall fail to pay any installment of the rent hereby reserved and such failure shall continue for a period of five (5) business days after written demand therefore shall have been made by Landlord.
b.	Tenant shall fail to comply with any terms, provision, covenant. of this lease, other than the payment of rent, and shall not cure such failure within forty-five (45) days after written notice thereof to Tenant.
c.	Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors.
d.	Tenant shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; or Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder.
e.	A receiver of trustee shall be appointed substantially all of the assets of Tenant

21.     Re-entry of Premises.  In the event of any breach of this lease by Tenant, Landlord may, at Landlord's option, terminate the lease and recover from Tenant:

a.	the worth at the time of award of the unpaid rent which was earned at the time of termination
b.	the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided
c.	the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and
d.	any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under the lease or which in ordinary course of things would be likely to result therefrom.

Landlord may, in the alternative, continue this lease in effect, as long as Landlord does not terminate Tenant's right to possession, and Landlord may enforce all their rights and remedies under the lease, including the right to recover the rent as it becomes due under the lease.  If said breach of lease continues, Landlord may, at any time thereafter, elect to terminate the lease.

Nothing contained herein shall be deemed to limit any other rights or remedies which Landlord may have.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedies herein provided, or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder, or of any damage occurring to Landlord by reason of the violation by Tenant of any of the terms, provisions and covenants herein contained.  The waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall not be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained which may occur subsequent thereto.  Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed to constitute a waiver of such default.

22.     Attorney's Fees.  If, on account of any breach or default by either Tenant or Landlord in Tenant's or Landlord's obligations under the terms and conditions of this lease, it shall become necessary for Tenant or Landlord to employ an attorney to enforce or defend any of Tenant's or Landlord' rights or remedies hereunder, the non-prevailing party agrees to pay reasonable attorney's fees incurred by the prevailing party in such connection.

23.     Subordination.  Tenant accepts this lease subject and subordinate to any mortgage or mortgages now a lien upon the demised premises.  This lease shall also be subject and subordinate to the lien of any other mortgage which may at any time hereafter be or become a lien on the demised premises, provided the mortgagee under such mortgage agrees to notify Tenant of any and all defaults on the part of Landlord under such mortgage and to allow Tenant a reasonable time to correct any such default before foreclosure.  Tenant shall at all times hereafter, on demand, execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and subordinating this lease to the lien of any such mortgage, provided Tenant is given a reasonable non-disturbance provision.

24.     Default of Landlord.  In the event Landlord should become in default in any payments due on any such mortgage, or in the payment of taxes or any other items which might become a lien upon the premises and which Tenant is not obligated to pay under the terms and provisions of this lease, Tenant is authorized and empowered to pay any such items for and on behalf of Landlord, and the amount of any items so paid by Tenant for or on behalf of Landlord, together with any interest or penalty required to be paid inconnection therewith, shall be payable, on demand, by Landlord to Tenant, and may be deducted by Tenant from any rent thereafter becoming due hereunder; provided, however, that Tenant shall not be authorized and empowered to make any payment under the terms of this paragraph unless the item paid shall be superior to Tenant's interest hereunder.  In the event Tenant pays any mortgage debt in full, in accordance with this paragraph, it shall, at its election, be entitled to the mortgage security by assignment or subrogation.

25.     Rental Payment and Notice.  Each provision of this instrument or of any applicable governmental laws, ordinances, regulations and other requirements with reference to the sending, mailing or delivery of any notice or the making of any payment by Landlord to Tenant or with reference to the sending, mailing, or delivery of any notice or the making of any payment by Tenant to Landlord shall be deemed to be complied with when and if the following steps are taken:

a.	All rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord in cash or check at the address herein below set forth or at such other address as Landlord may specify from time to time by written notice delivered in accordance herewith.
b.	All payments required to be made by Landlord to Tenant hereunder shall be payable to Tenant at the address herein below set forth, or such other address within the continental United States as Tenant may specify from time to time by written notice delivered in accordance herewith.
c.	Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered whether actually received or not when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties hereto at the respective addresses set out opposite their names below, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith:
LANDLORD:
	Minnesota Logistics II, LLC
	640 54th Avenue North
	St.  Cloud, MN 56303
TENANT:
	Vision-Ease Lens, Inc., Suite 312
	Brooklyn Park, MN 55428

26.     Definitions.  Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires.

27.     Binding Effect.  The terms, provisions and covenants contained in this lease shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their respective successors in interest and legal representatives except as otherwise herein expressly provided.

28.     Security Deposit.  N/A

29.     Security Interest.  N/A

30.     Guaranty.  BMC Industries, Inc., a Minnesota corporation (of which Vision-Ease is a wholely owned subsidiary), as an inducement to Landlord entering into this easement, agrees to execute a guaranty in the form attached hereto as Exhibit D and made a part hereof by reference.

31.     Waiver.  If, under the provisions hereof, Landlord shall institute proceedings and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any covenant herein contained nor of any of Landlord's rights hereunder.  No waiver by Landlord of any breach of any covenant, condition, or agreement itself, or of any subsequent breach thereof shall constitute a waiver of later enforcement by Landlord.  No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installments of rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent nor shall any endorsement or statement on any check or letter accompanying a check for payment of rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or to pursue any other remedy provided in this lease.  No re-entry by Landlord, no acceptance by Landlord of keys from Tenant, shall be considered an acceptance of a surrender of this lease.

Executed this 26^th day of September, 2000.

LANDLORD:	TENANT:
MINNSOTA LOGISTICS II, LLC	Vision Ease Lens, Inc.
By:  /s/John L.Maiers	By: /s/Bradley D. Carlson
Its: Chief Financial Officer	Its: Treasurer

STATE OF MINNESOTA	)
	) ss
COUNTY OF STEARNS	)

The foregoing was acknowledged before me this 15th day of September 2000, by John L. Maiers, the Chief Executive Manager and Michael Mueller, the Chief Financial Manager of Minnesota Logistics, Inc., a limited liability company under the laws of the State of Minnesota, Landlord.

		/s/Barbara Harlander
STATE OF MINNESOTA	)	Notary Public
	) ss
COUNTY OF HENNEPIN	)

The foregoing was acknowledged before me this 26th day of September, 2000, by Bradley D. Carlson, the Treasurer of Vision Ease Lens Inc., a corporation under the laws of the State of Minnesota, Tenant.

                                  /s/La Wayne Reuter Yaeger
                                  Notary Public

THIS INSTRUMENT DRAFTED BY:
WILLENBRING, DAHL,
WOCKEN & ZIMMERMANN
Daniel T.  Zimmermann (141835)
Red River at Main - Box 417
Cold Spring, MN 56320
(612) 685-3678
File No.  7258-008

EX-21.1

SUBSIDIARIES

OF

BMC INDUSTRIES, INC.

1.	Buckbee-Mears Europe GmbH
2.	BMC Industries Foreign Sales Corporation
3.	Buckbee-Mears Hungary Kft.
4.	Vision-Ease Lens, Inc.
5.	Vision-Ease Lens Azusa, Inc.
6.	Vision Ease Lens Limited
7.	Vision-Ease Canada, Ltd.
8.	P. T. Vision-Ease Asia, joint venture with P.T. Astron Lensindo Nusa
9.	Buckbee-Mears Holding Company B.V.
10.	Buckbee-Mears European Holding Company B.V.
11.	Buckbee-Mears Deutschland Holding GmbH
12.	Vision-Ease France SAS
13.	Vision-Ease Deutschland GmbH

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements (Form S-8, No. 33-2613, No. 33-32389, and No. 33-60937) pertaining to the BMC Industries, Inc. 1984 Omnibus Stock Program, in the Registration Statement (Form S-8 No. 33-55089) pertaining to the BMC Industries, Inc. 1994 Stock Incentive Plan, in the Registration Statement (Form S-8, No. 33-38684) pertaining to the BMC Industries, Inc. Restated and Amended 1994 Stock Incentive Plan and in the Registration Statement (Form S-8, No. 333-81952) pertaining to the BMC Industries, Inc. Savings and Profit Sharing Plan of our report dated January 30, 2002 with respect to the consolidated financial statements of BMC Industries, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2001.

Minneapolis, Minnesota
March 26, 2002

EX-99.1

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Website:  www.bmcind.com

 NEWS RELEASE

BMC INDUSTRIES, INC. ANNOUNCES ORGANIZATIONAL CHANGES

CONTACT:  BRAD CARLSON	(NYSE:  BMM)
(952) 851-6020	FOR IMMEDIATE RELEASE

November 19, 2001 - Minneapolis, Minnesota - BMC Industries, Inc. (NYSE:  BMM) today announced that Kathleen P. Pepski has elected to resign from her position as Senior Vice President and Chief Financial Officer of BMC Industries, Inc., effective November 30, 2001.  Ms. Pepski joined BMC in her current position in April 2000.

Curt Petersen, Executive Vice President, Finance and Administration of BMC's Optical Products group, will serve as the Chief Financial Officer of BMC effective December 1, 2001.  Mr. Petersen has served in his current position since he joined the Company in August 2001.  Before joining BMC, Mr. Petersen served as Senior Vice President and Chief Financial Officer of Rivertown Trading Company and later of Target.Direct Inc.  Prior to that, he served in numerous executive positions in finance, accounting and operations with Rosemount, Inc., a division of Emerson Electric Company, and Diversified Energies, Inc., where he served as Senior Vice President and Chief Financial Officer of this $800 Million publicly-traded holding company prior to its merger into Arkla, Inc.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.  The Buckbee-Mears group, through its Mask Operations, is the only independent North American manufacturer of aperture masks.  The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and hard-resin plastic eyewear lenses.  Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market.  Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM."  For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com

-30-

EX-99.2

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site   www.bmcind.com

NEWS RELEASE

CONTACT:	BRADLEY D. CARLSON	(NYSE: BMM)
	(952) 851-6030	FOR IMMEDIATE RELEASE

BMC Industries To Report Fourth Quarter 2001 Results and
Host Conference Call on Tuesday, February 5, 2002

January 21, 2002 -- BMC Industries, Inc. is scheduled to release its financial results for the fourth quarter and fiscal year ended December 31, 2001 on Tuesday, February 5, 2002.

The Company will host a conference call to discuss the financial results later that morning at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).  The conference call is available to interested parties by dialing 800-288-8976 (U.S.) or 612-332-0418 (International).  A replay of the call will be available beginning at 1:30 p.m. Central Time on February 5, 2002 by dialing 800-475-6701 (U.S.) or 320-365-3844 (International) and using Access Code:  623941.  The conference call will be available for replay until February 10, 2002 at 11:59 p.m. (Central Time).

The conference call will also be offered live, through a simulcast offered by CCBN.com and StreetEvents.com.  To access this Webcast, go to the "Investor Relations" portion of the Company's Web site, www.bmcind.com, click on "Conference Calls" and then click on the CCBN icon.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.

The Buckbee-Mears group, through its Mask Operations, is the only independent North American manufacturer of aperture masks.  The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and plastic eyewear lenses.  Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market.  Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM".  For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com

-30-

EX-99.3

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site   www.bmcind.com

NEWS RELEASE

CONTACT:	CURTIS E. PETERSEN	(NYSE: BMM)
	(952) 851-6030	FOR IMMEDIATE RELEASE

BMC Industries Completes Sale of Vision-Ease's Optifacts Division

January 28, 2002 -- BMC Industries, Inc. announced it has completed the sale of Vision-Ease's Optifacts division to Essilor of America, Inc. of Dallas, Texas.  The Optifacts division of Vision-Ease Lens, Inc. is a leading software vendor in the optical industry and provides lab management software to a number of retail and wholesale optical laboratories.

BMC did not disclose details of the transaction, but said it will use the proceeds from the sale to reduce debt.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.

The Buckbee-Mears group, through its Mask Operations, is the only independent North American manufacturer of aperture masks.  The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and plastic eyewear lenses.  Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market.  Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM".  For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com

-30-

EX-99.4

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site   www.bmcind.com

 NEWS RELEASE

CONTACT:	CURTIS E. PETERSEN	(NYSE: BMM)
	(952) 851-6030	FOR IMMEDIATE RELEASE

BMC Industries, Inc. Reports Fourth Quarter and Full Year 2001 Results

February 5, 2002 -- Minneapolis, Minnesota, USA-- BMC Industries, Inc. (NYSE: BMM) today announced fourth quarter consolidated revenues of $64.5 million, down 21% from $81.3 million in fourth quarter 2000.  Including $6.2 million in non-recurring restructuring charges and $6.0 million in restructuring related charges, the Company reported a consolidated net loss of $13.0 million, or ($0.48) per share, for fourth quarter 2001.  The charges relate to a series of restructuring initiatives affecting the Company's Buckbee-Mears and Optical Products business groups.  Also included in fourth quarter 2001 was an income tax valuation charge of $4.5 million.  These results compare to net earnings of $4.4 million, or $0.16 per diluted share, in fourth quarter 2000.

Excluding these restructuring and restructuring related charges, the Company's pre-tax consolidated net loss was $1.8 million for fourth quarter 2001.

"The sluggish global economy, particularly contraction in demand for computer and television products, continued to impact our businesses in the fourth quarter," commented BMC Chairman and Chief Executive Officer Paul B. Burke.  "In response, we took aggressive action to align our operating cost structure with current market demand through restructuring initiatives designed to drive reductions in product and operating costs at all levels of our operations.  These initiatives will better position our businesses for long-term profitability and focus our efforts on strategic growth."

Mr. Burke continued, "We continue to enjoy strong cash flow as reflected in the fourth quarter reduction of total debt by over $9 million.  Our intense efforts to contract working capital and dispose of non-core assets will continue throughout 2002."

Restructuring Initiatives

During the next three months, the Company expects to execute significant restructuring initiatives in both of its business groups.  The Buckbee-Mears group's Mask Operations will exit the computer monitor segment of the aperture mask business and its Micro-Technology Operations will be completely restructured by selling or consolidating into its other facilities all operations currently located in St. Paul, Minnesota.  These actions will result in staffing reductions at all three of the group's manufacturing sites, including Cortland, New York, Mullheim, Germany and St. Paul.  In addition to staffing reductions throughout the organization, the Company's Optical Products group will close its production facility in Azusa, California in the first half of 2002.

"The Company continues to aggressively pursue improved longer-term performance," said Mr. Burke.  "Our strategic initiatives in the Buckbee-Mears business will focus that group's energy and resources towards the acceleration of higher-margin advanced television products and the diversification of our core technologies into new product and business applications.  While our mask business employment base has been reduced substantially, we have increased and reorganized the team members devoted to diversification efforts."

Mr. Burke added, "The closure of our Azusa facility will result in a consolidation of the Optical Products group's operations into two facilities.  Vision-Ease will transfer additional polycarbonate lens manufacturing capacity to our Jakarta, Indonesia plant and consolidate its polarized lens manufacturing in our Ramsey, Minnesota facility."

The Company will recognize cash charges of approximately $3.6 million related to workforce reduction initiatives announced prior to year-end.  These initiatives affect approximately 675 employees, primarily within the Buckbee-Mears group.  After the Azusa closing and in conjunction with headcount reductions occurring prior to fourth quarter 2001, the Company (excluding its Jakarta operations) expects to have reduced headcount by approximately 1,075 positions, or 42% as compared to the beginning of 2001.

In addition to these cash charges, the Company will recognize non-cash charges for the write-down of certain assets.  These charges primarily include the write-off of excess raw material, work-in-process and finished goods associated with its discontinued computer monitor mask business; the write-off of non-strategic St. Paul manufacturing activities; the discontinuance of certain Vision-Ease product development activities; and the write-off of inventory and molds relating to discontinued or phased-out Vision-Ease product categories.  These charges total approximately $8.6 million.

The Company has recorded approximately $12.2 million of the charges in the fourth quarter of 2001 and anticipates additional charges in the range of $2.5 to $3.0 million relating to the closure of the Azusa manufacturing facility in the first quarter of 2002.

Full Year 2001 Results
For the fiscal year ended December 31, 2001, consolidated revenues were $302.3 million, a decrease of 15% (14% exclusive of foreign currency exchange rate differences) from the $354.5 million reported for fiscal year 2000.    Including $14.5 million in income tax charges in 2001 and total restructuring related charges mentioned above, the Company incurred a net loss of $22.6 million, or ($0.83) per share, for fiscal year 2001 compared to net earnings of $14.9 million, or $0.54 per diluted share, for the same period in 2000.  Excluding those charges, the Company's pre-tax consolidated net loss for fiscal year 2001 was $1.1 million.

Buckbee-Mears Group
Fourth quarter 2001 revenues for the Buckbee-Mears group, which includes both Mask Operations and Micro-Technology Operations, were $35.8 million, a decrease of $16.9 million, or 32% (33% with consistent foreign currency exchange rates), from $52.7 million in the fourth quarter of 2000.  Of this decrease, $5.1 million related to computer monitor masks, a business segment, as noted above, the Company intends to exit.  The group continued to experience a contracted market environment for television sets in the NAFTA region, exacerbated by continued excess inventory in the picture tube supply chain.  The Company also experienced television mask price reductions.

The Buckbee-Mears' group incurred an operating loss of $5.4 million including $9.0 million of restructuring related charges during fourth quarter 2001, as compared to operating income of $7.7 million in the fourth quarter of 2000.  Excluding those charges, the group's fourth quarter 2001 operating profit would have been $3.6 million.  This decrease was primarily due to lower sales, lower capacity utilization and the related unabsorbed overhead and labor costs associated with the temporary shutdown of the Cortland plant in December.

For the full year, Buckbee-Mears group sales decreased 20% to $170.9 million in 2001 as compared to $214.9 million in 2000.  Operating earnings for 2001, including $9.0 million in fourth quarter restructuring related charges, were breakeven for the year as compared to $25.1 million in 2000.  Exclusive of the charges, 2001 group earnings were $9.1 million.

As stated previously, the Buckbee-Mears group experienced a decline in demand for entertainment masks, particularly medium and large-sized television masks.  Medium and large size mask sales declined 43% year-over-year and were a result of a mix shift in Europe from large to jumbo-sized masks, an overall weak NAFTA market, and a comparison to last year made difficult due to a particularly strong fourth quarter 2000 sales of masks exported to China.  Sales of jumbo-sized masks (those 30" and larger) increased 14% in the fourth quarter of 2001 as compared to the same period in 2000.

During the quarter, the Buckbee-Mears group temporarily shut down aperture mask production lines at its Cortland, New York manufacturing facility beginning in early December through the holiday season.  The group's German plant continued to manufacture product throughout the quarter as planned.

Micro-Technology sales and earnings for the fourth quarter of 2001 were impacted by the weak economy.  As a result of these conditions and a desire to accelerate business development efforts, the group is undertaking a complete restructuring of its business including: reductions in overall headcount; an increase in, and reorganization of, employees devoted to new sales initiatives; improvements in manufacturing efficiencies; rationalization of product offerings; and, consolidation of production into the group's facilities in Cortland and Mullheim.

Optical Products Group
The Optical Products group reported fourth quarter 2001 revenues of $28.6 million, flat with reported revenues in fourth quarter 2000.  Vision-Ease's fourth quarter revenues were impacted by a noticeable decline in sales rate that began following the events of September 11, 2001, and continued throughout the remainder of the fourth quarter.

For the full year, Optical Products group sales decreased 6% to $131.4 million in 2001 as compared to $139.6 million in 2000.  Operating earnings for 2001, including $3.2 million in total restructuring related charges, were $2.1 million for the year as compared to $11.4 million in 2000.  Excluding the charges, group earnings were $5.3 million in 2001.

Sales of the group's high-end, value-added products (including all polycarbonate, progressive and polarizing sun lenses) during fourth quarter 2001 were relatively flat compared to fourth quarter 2000 and accounted for 63% of total fourth quarter 2001 revenues as compared to 62% of total fourth quarter revenues in 2000.  Value-added product sales, excluding SunSport® (our non-ophthalmic polycarbonate product line, which was significantly restructured in third quarter 2001) were up 3% during fourth quarter 2001 versus last year's fourth quarter.  Plastic lens sales for fourth quarter 2001 increased 2% from the same quarter of last year.  Continued erosion in the domestic glass lens segment caused overall glass lens sales to decline 6% in fourth quarter 2001 compared to the prior year.

Vision-Ease experienced particularly strong sales in several key premium polycarbonate product categories.  Sales of Tegra-coated polycarbonate lenses in the fourth quarter were up 58% in 2001 over the prior year period.  Fourth quarter sales of photochromic polycarbonate lenses increased 34% over fourth quarter 2000.  Sales of both the group's polycarbonate Outlook• progressive lens and SunRx® prescription polarized lenses increased 5% in fourth quarter 2001 as compared to fourth quarter 2000.

The Optical Products' group reported a fourth quarter 2001 operating loss of $4.9 million, or a loss of $1.7 million excluding the restructuring related charges mentioned earlier.  This compares to an operating profit of $1.0 million in fourth quarter 2000.  The group's operating loss in the fourth quarter was due primarily to higher costs associated with reductions in manufacturing activity, including a temporary two-week shutdown of the Azusa, California facility during December and a 15% reduction in the number of fourth quarter production starts.  This reduction in manufacturing activity disrupted production yields, negatively impacted overhead and labor absorption rates and increased overall domestic manufacturing costs.  Offsetting these items was strong performance from the group's Indonesian facility, which continued to show improvements in both polycarbonate volume and in lower product costs.

During the fourth quarter, Vision-Ease achieved a significant milestone in its long-term strategy with the issuance of U.S. Patent No. 6,328,446 relating to its proprietary polarizing and photochromic polycarbonate technology.  This patent covers valuable technological advances in the design and manufacturing of premium polycarbonate sunwear.  The patent adds to the group's growing intellectual property portfolio and demonstrates the Company's commitment to leading the industry in the development of premium polycarbonate products and related film technologies.

In January 2002, the Company announced that its Optical Products group had completed the sale of its Optifacts division to Essilor of America, Inc. of Dallas, Texas.  The Optifacts division is a leading optical software vendor that provides lab management software to a number of retail and wholesale optical laboratories.  Details of the transaction were not disclosed but proceeds of the sale were used to reduce debt.

Other Items
Total debt at December 31, 2001 was $142.2 million compared to $151.7 million at September 30, 2001, or a decrease of $9.5 million.  Capital expenditures during the fourth quarter of 2001 were $1.7 million versus $4.0 million in the same quarter last year.  For the full year, total capital expenditures were $14.1 million, an increase from the $11.9 million spent in 2000.

Business Outlook
The following statements are based on current expectations.  These statements are forward-looking, and actual results may differ materially from those projected in this news release.  We caution the reader not to place undue reliance on these statements and encourage the reader to read the Business Outlook section in conjunction with the "Safe Harbor for Forward-Looking Statements" that follows this section.

First Quarter 2002
BMC expects consolidated revenues for first quarter 2002 to be 25-30% lower than those reported in the comparable period in 2001, predominantly due to sales reductions at Buckbee-Mears as it exits the computer monitor mask business.  Declines in unit volumes and price reductions will continue to negatively impact their results.  The Company expects to report a slight loss to breakeven earnings for first quarter 2002, inclusive of a gain on the sale of Vision-Ease's Optifacts business and additional restructuring costs associated with the Azusa closure.

Full Year 2002
The Company expects overall revenue in 2002 to be down 15-20% versus 2001, primarily as a result of exiting the computer monitor mask business, exiting segments of our Micro-Technology business and overall restructuring efforts in both businesses.  These efforts will be focused on exiting unprofitable product lines, consolidating manufacturing activity, reducing working capital employed, and disposing of non-strategic assets.  We believe these restructuring efforts, which will continue into mid-year, will be a drag on earnings for 2002, but will set the stage for a return to profitability in 2003.

Safe Harbor for Forward-Looking Statements
This news release contains various "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to be covered by the safe harbors created thereby.  Statements made in this news release that are not statements of historical facts, including statements regarding future performance, are Forward-Looking Statements.  Forward-Looking Statements may be identified by the use of words such as "anticipates", "estimates", "expects", "forecasts", "projects", "intends", "plans", "predicts", and similar expressions.  Forward-Looking Statements are subject to a number of risks and uncertainties that could cause actual results or outcomes to differ materially from those projected, including, 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, particularly for computer monitor masks; slowdown in growth of high-end lens products; rising raw material costs; ability to improve operating and manufacturing efficiencies through consolidation of facilities; 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; new product development, introduction and acceptance; cost reduction and reorganization efforts; continued slowdown in growth for Micro-Technology products; ability to restructure the Micro-Technology 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.  Certain of these and other risks and uncertainties are discussed in further detail in BMC's Annual Report and Form 10-K for the year ended December 31, 2000 and other documents filed with the Securities and Exchange Commission.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.

The Buckbee-Mears group, through its Mask Operations, is the only independent North American manufacturer of aperture masks.  The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and plastic eyewear lenses.  Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market.  Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM."  For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com.

Investor Conference Call Information:
Tuesday, February 5, 2002
10:00 a.m. Central Time (11:00 a.m. Eastern Time)
Call-in Number:  800-288-8976 (U.S.) or 612-332-0418 (International)
Replay Number:  800-475-6701 (U.S.) or 320-365-3844 (International)
Replay Access Code:  623941
The rebroadcast of the conference call will be available starting at 1:30 p.m. Central Time, February 5, 2002 through 11:59 p.m. Central Time, February 10, 2002.

The conference call will also be offered live, through a simulcast offered by CCBN.com and StreetEvents.com.  To access this Webcast, go to the "Investor Relations" portion of the Company's Web site, www.bmcind.com, click on "Conference Calls" and then click on the CCBN icon.

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)

	Three Months Ended						Year Ended
	December 31						December 31
		2001			2000			2001			2000
Revenues	$	64,477		$	81,318		$	302,296		$	354,485
Cost of products sold		65,146	(a)		68,232			276,999	(a)		300,795
Gross margin		(669	)		13,086			25,297			53,690
Selling		3,334			4,418			16,910			17,163
Administrative		1,240			1,331			5,038			5,389
Non-recurring charges		6,218	(a)		-			6,218	(a)		-
Income (loss) from operations		(11,461	)		7,337			(2,869	)		31,138
Other income and (expense)
Interest expense		(2,948	)		(3,174	)		(11,752	)		(13,115	)
Interest income		120			84			508			282
Other income (expense)		358			1,567			883			2,838
Earnings (loss) before income taxes		(13,931	)		5,814			(13,230	)		21,143
Income tax expense (benefit)		(882	)		1,427			9,370			6,243
Net earnings (loss)	$	(13,049	)	$	4,387		$	(22,600	)	$	14,900
Net earnings (loss) per share: Basic Diluted	$	(0.48 (0.48	) )	$	0.16 0.16		$	(0.83 (0.83	) )	$	0.54 0.54
Number of shares included in per share computation: Basic Diluted		26,933 26,933			27,400 27,669			27,205 27,205			27,396 27,623
Dividends declared per share	$	0.0025		$	0.0150		$	0.0475		$	0.0600

(a) In addition to $6,218 of non-recurring charges, the Company recorded $5,947 in cost of products sold related to inventory and production related asset write-offs.  Total restructuring related items were $12,165 for the three months ended December 31, 2001.

-more-

BMC INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

		(Unaudited)
		December 31			December 31
ASSETS		2001			2000
Current assets
Cash and cash equivalents	$	1,941		$	2,290
Trade accounts receivable, net		35,024			45,645
Inventories		71,634			82,015
Deferred income taxes		10,250			17,954
Other current assets		4,197			11,455
Total current assets		123,046			159,359
Property, plant and equipment		281,916			276,568
Less accumulated depreciation		150,375			137,069
Property, plant and equipment, net		131,541			139,499
Deferred income taxes		6,166			4,389
Intangibles assets, net		62,069			65,180
Other assets		7,924			5,377
Total assets	$	330,746		$	373,804
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term borrowings	$	854		$	1,206
Accounts payable		19,707			33,939
Income taxes payable		7,532			6,374
Accrued expenses and other current liabilities		24,700			22,518
Total current liabilities		52,793			64,037
Long-term debt		141,314			143,810
Other liabilities		16,826			17,080
Deferred income taxes		1,602			2,079
Stockholders' equity
Common stock		46,786			49,240
Retained earnings		81,979			105,876
Accumulated other comprehensive income (loss)		(10,480	)		(6,669	)
Other		(74	)		(1,649	)
Total stockholders' equity		118,211			146,798
Total liabilities and stockholders' equity	$	330,746		$	373,804

-more-

BMC INDUSTRIES, INC.
SEGMENT INFORMATION
(Unaudited)
(in thousands)

	Three Months Ended December 31
	Buckbee-Mears							Optical Products						Consolidated
		2001			2000			2001			2000			2001			2000
Revenues	$	35,846		$	52,653		$	28,631		$	28,665		$	64,477		$	81,318
Cost of products sold		35,575			43,233			29,571			24,999			65,146			68,232
Gross margin		271			9,420			(940	)		3,666			(669	)		13,086
Gross margin %		0.8	%		17.9	%		(3.3	)%		12.8	%		(1.0	)%		16.1	%
Selling		597			1,733			2,737			2,685			3,334			4,418
Non-recurring charges		5,038			-			1,180			-			6,218			-
Unallocated corporate
administration		-			-			-			-			1,240			1,331
Income (loss) from operations	$	(5,364	)	$	7,687		$	(4,857	)	$	981		$	(11,461	)	$	7,337
Operating income %		(15.0	)%		14.6	%		(17.0	)%		3.4	%		(17.8	)%		9.0	%
Capital spending													$	1,679		$	4,009
Depreciation and
amortization													$	6,063		$	5,716
EBITDA													$	(5,040	)	$	14,620
EBITDA %														(7.8	)%		18.0	%

-30-

EX-99.5

BMC

BMC Industries, Inc.
One Meridian Crossings, Suite 850
Minneapolis, MN 55423
Web site   www.bmcind.com

 NEWS RELEASE

CONTACT:	BRADLEY D. CARLSON	(NYSE: BMM)
	(952) 851-6020	FOR IMMEDIATE RELEASE

BMC INDUSTRIES ANNOUNCES QUARTERLY DIVIDEND

February 15, 2002 ‑‑ Minneapolis, Minnesota, USA -- On February 14, 2002, BMC Industries, Inc.'s (NYSE: BMM) Board of Directors approved a continuation of its quarterly cash dividend of $.0025 per share.

Shareholders of record as of March 20, 2002 will receive a dividend of $.0025 for each share owned on that date, to be paid on April 4, 2002.

BMC Industries, founded in 1907, is comprised of two business segments: Buckbee-Mears and Optical Products.  The Buckbee-Mears group, through its Mask Operations, is the only independent North American manufacturer of aperture masks.  The Buckbee-Mears group, through its Micro-Technology Operations, is also a leading producer of a variety of precision photo-etched and electroformed components that require fine features and tight tolerances.

The Optical Products group, operating under the Vision-Ease trade name, is a leading designer, manufacturer and distributor of polycarbonate, glass and hard-resin plastic eyewear lenses.  Vision-Ease is a technology and market share leader in the polycarbonate lens segment of the market.  Polycarbonate lenses are thinner and lighter than lenses made of other materials, while providing inherent ultraviolet (UV) filtering and impact resistant characteristics.

BMC Industries, Inc. is traded on the New York Stock Exchange under the ticker symbol "BMM."  For more information about BMC Industries, Inc., visit the Company's Web site at www.bmcind.com.

-30-