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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
|--- | ----------------------------------------------------------------------------------------

For the Quarterly Period ended June 30, 2000.

|/ / | 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

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BMC INDUSTRIES, INC.(Exact Name of Registrant as Specified in its Charter)

Minnesota

41-0169210(State of Incorporation)

(IRS Employer Identification No.)


One Meridian Crossings, Suite 850, Minneapolis, Minnesota 55423(Address of Principal Executive Offices) (Zip Code)

(952) 851-6000(Registrant's Telephone Number, Including Area Code)

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Indicate
by check mark whether 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 at least the past
90 days. /x/ Yes  / / No

BMC
Industries, Inc. has outstanding 27,397,983 shares of common stock as of August 11, 2000. There is no other class of stock outstanding.

Exhibit
Index Begins at Page 13

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## 

PART I:  FINANCIAL INFORMATION

Item 1:  Financial Statements

BMC INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

|                                           |                                               | June 30
2000               |         | December 31
1999 |        
|------------------------------------------ | --------------------------------------------- | -------------------------- | ------- | ---------------- | -------
|ASSETS                                     |                                              
|Current Assets                             |                                               |                            |         |                  |        
|                                           | Cash and cash equivalents                     |                            | $       | 1,910            |        
|                                           | Trade accounts receivable, net                |                            |         | 48,129           |        
|                                           | Inventories                                   |                            |         | 76,380           |        
|                                           | Deferred income taxes                         |                            |         | 12,129           |        
|                                           | Other current assets                          |                            |         | 13,890           |        
|                                           |                                               |                            |         |                  |        
|                                           |                                               | Total Current Assets       |         |                  | 152,438
|                                           |                                               |                            |         |                  |        
|Property, plant and equipment              |                                               |                            | 279,326 |                  |        
|Less accumulated depreciation              |                                               |                            | 134,623 |                  |        
|                                           |                                               |                            |         |                  |        
|                                           | Property, Plant and Equipment, Net            |                            |         | 144,703          |        
|                                           |                                               |                            |         |                  |        
|Deferred income taxes                      |                                               |                            | 9,095   |                  |        
|Intangible assets, net                     |                                               |                            | 66,598  |                  |        
|Other assets                               |                                               |                            | 5,967   |                  |        
|                                           |                                               |                            |         |                  |        
|Total Assets                               |                                               | $                          | 378,801 |                  | $      
|                                           |                                               |                            |         |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                              
|Current Liabilities                        |                                               |                            |         |                  |        
|                                           | Short-term borrowings                         |                            | $       | 1,242            |        
|                                           | Accounts payable                              |                            |         | 32,859           |        
|                                           | Income taxes payable                          |                            |         | 8,675            |        
|                                           | Accrued expenses and other liabilities        |                            |         | 20,990           |        
|                                           |                                               |                            |         |                  |        
|                                           |                                               | Total Current Liabilities  |         |                  | 63,766 
|                                           |                                               |                            |         |                  |        
|Long-term debt                             |                                               |                            | 152,049 |                  |        
|Other liabilities                          |                                               |                            | 19,395  |                  |        
|Deferred income taxes                      |                                               |                            | 2,582   |                  |        
|Stockholders' equity                       |                                               |                            |         |                  |        
|                                           | Common stock                                  |                            |         | 49,174           |        
|                                           | Retained earnings                             |                            |         | 99,574           |        
|                                           | Accumulated other comprehensive income (loss) |                            |         | (6,016           | )      
|                                           | Other                                         |                            |         | (1,723           | )      
|                                           |                                               |                            |         |                  |        
|                                           |                                               | Total Stockholders' Equity |         |                  | 141,009
|                                           |                                               |                            |         |                  |        
|Total Liabilities and Stockholders' Equity |                                               | $                          | 378,801 |                  | $      
|                                           |                                               |                            |         |                  |        

See
accompanying Notes to Condensed Consolidated Financial Statements.

2

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BMC INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

|                                                    |                  | Three Months
Ended June 30 |        | Six Months
Ended June 30 |  
|--------------------------------------------------- | ---------------- | -------------------------- | ------ | ------------------------ | -
|
|Revenues                                            |                  | $                          | 94,237 |                          | $
|Cost of products sold                               |                  |                            | 78,346 |                          |  
|                                                    |                  |                            |        |                          |  
|Gross Margin                                        |                  |                            | 15,891 |                          |  
|Selling                                             |                  |                            | 4,110  |                          |  
|Administration                                      |                  |                            | 1,507  |                          |  
|                                                    |                  |                            |        |                          |  
|Income from Operations                              |                  |                            | 10,274 |                          |  
|                                                    |                  |                            |        |                          |  
|Other Income and (Expense)                          |                  |                            |        |                          |  
|                                                    | Interest expense |                            |        | (3,368                   | )
|                                                    | Interest income  |                            |        | 64                       |  
|                                                    | Other income     |                            |        | 1,027                    |  
|                                                    |                  |                            |        |                          |  
|Earnings Before Income Taxes                        |                  |                            | 7,997  |                          |  
|Income taxes                                        |                  |                            | 2,522  |                          |  
|                                                    |                  |                            |        |                          |  
|Net Earnings                                        |                  | $                          | 5,475  |                          | $
|                                                    |                  |                            |        |                          |  
|Net Earnings Per Share:                             |                  |                            |        |                          |  
|                                                    | Basic            |                            | $      | 0.20                     |  
|                                                    | Diluted          |                            |        | 0.20                     |  
|                                                    |                  |                            |        |                          |  
|Number of Shares Included in Per Share Computation: |                  |                            |        |                          |  
|                                                    | Basic            |                            |        | 27,401                   |  
|                                                    | Diluted          |                            |        | 27,582                   |  
|                                                    |                  |                            |        |                          |  
|Dividends Declared Per Share                        |                  | $                          | 0.015  |                          | $
|                                                    |                  |                            |        |                          |  

See
accompanying Notes to Condensed Consolidated Financial Statements.

3

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BMC INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

|                                                             |                                             | Six Months
Ended June 30 |      
|------------------------------------------------------------ | ------------------------------------------- | ------------------------ | -----
|
|Net Cash Provided by Operating Activities                    |                                             |                          |      
|                                                             | Net earnings                                |                          | $    
|                                                             | Depreciation and amortization               |                          |      
|                                                             | Deferred income taxes                       |                          |      
|                                                             | Changes in operating assets and liabilities |                          |      
|                                                             |                                             |                          |      
|                                                             |                                             | Total                    |      
|                                                             |                                             |                          |      
|Net Cash Used in Investing Activities                        |                                             |                          |      
|                                                             | Additions to property, plant and equipment  |                          |      
|                                                             | Business acquisitions, net of cash acquired |                          |      
|                                                             |                                             |                          |      
|                                                             |                                             | Total                    |      
|                                                             |                                             |                          |      
|Net Cash Used in Financing Activities                        |                                             |                          |      
|                                                             | Decrease in short-term borrowings           |                          |      
|                                                             | Decrease in long-term debt                  |                          |      
|                                                             | Common stock issued                         |                          |      
|                                                             | Cash dividends paid                         |                          |      
|                                                             | Other                                       |                          |      
|                                                             |                                             |                          |      
|                                                             |                                             | Total                    |      
|                                                             |                                             |                          |      
|Effect of Exchange Rate Changes on Cash and Cash Equivalents |                                             |                          | (25  
|                                                             |                                             |                          |      
|Net Increase (Decrease) in Cash and Cash Equivalents         |                                             |                          | 764  
|Cash and Cash Equivalents at Beginning of Period             |                                             |                          | 1,146
|                                                             |                                             |                          |      
|Cash and Cash Equivalents at End of Period                   |                                             | $                        | 1,910
|                                                             |                                             |                          |      

See
accompanying Notes to Condensed Consolidated Financial Statements.

4

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BMC INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except per share amounts)

1.  Financial Statements

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of June 30, 2000, and the results of operations and the cash flows for the three and six-month periods ended June 30, 2000 and 1999. Such
adjustments are of a normal recurring nature. Certain items in the financial statements for the periods ended June 30, 1999 have been reclassified to conform to the presentation for the periods
ended June 30, 2000. The results of operations for the three and six-month periods ended June 30, 2000 are not necessarily indicative of the results to be expected for the
full year. The balance sheet as of December 31, 1999 is derived from the audited balance sheet as of that date. For further information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

2.  Inventories

June 30, 2000

December 31, 1999Raw materials

$
20,153

$
24,167Work in process


11,821


12,564Finished goods


44,406


45,581$
76,380

$
82,312


3.  Derivative Financial Instruments

Derivative financial instruments are used by the Company to reduce foreign exchange and interest rate risks.

Effective
in the quarter ended June 30, 1999, the Company adopted Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." In doing so, the Company did not incur any transition adjustments to earnings. 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. Accounting for the Company's cross-currency
swap agreements remains unchanged under SFAS 133 as these swaps continue to be accounted for under mark-to-market accounting.

Interest Swap AgreementsAt various dates during 1998, 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 5.74% to 7.10%. At June 30, 2000, $100,000 of these swaps remained outstanding with
the swaps expiring at various dates ranging from August 2000 to 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.

5

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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 June 30, 2000, $223 of deferred net gains on the interest rate swap agreements were included in Accumulated Other Comprehensive Income.

Cross-Currency Swap Agreements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 a foreign exchange gain of $600 in the quarter ended June 30, 2000 related to this swap, realizing a total
year-to-date foreign exchange gain of $598. In the six-month period ended June 30, 1999, the Company recorded a gain of $453 for a similar swap agreement.

Forward Foreign Exchange ContractsDuring 1999 and 2000, the Company entered into forward foreign exchange contracts to
purchase German marks (DM) to hedge certain steel purchases. As of June 30, 2000, contracts to purchase 20,300 DM remained outstanding. At June 30, 2000, in accordance with
SFAS 133, the fair market value of these contracts was recorded as a liability and as part of Accumulated Other Comprehensive Income (Loss). At June 30, 2000, $528 of deferred net losses
on these contracts were included in Accumulated Other Comprehensive Income (Loss). Assuming no change in underlying foreign exchange rates, these losses are all expected to be recorded into earnings
within the next twelve months.

During
2000, the Company entered into forward foreign exchange contracts to purchase a total of 12 billion Indonesian Rupiah to hedge certain purchases in our
Vision-Ease Indonesian Operations. As of June 30, 2000, contracts to purchase 12 billion Rupiah remained outstanding. At June 30, 2000, the fair market value of these
contracts was recorded as a liability and as part of Accumulated Other Comprehensive Income (Loss). At June 30, 2000, $14 of deferred net gains on these contracts were included in Accumulated
Other Comprehensive Income (Loss). Assuming no change in underlying foreign exchange rates, these gains are all expected to be recorded into earnings within the next twelve months.

4.  Comprehensive Income

The components of comprehensive income, net of related tax, for the three and six-month periods ended June 30, 2000 and 1999 are as follows:

Three Months
Ended June 30

Six Months
Ended June 302000

1999

2000

1999Net earnings

$
5,475

$
5,007

$
7,776

$
8,198Foreign currency translation adjustments


(982
)

(1,095
)

(2,261
)

(3,525
)Loss on derivative instruments


(111
)

(474
)

(260
)

(474
)Comprehensive income

$
4,382

$
3,438

$
5,255

$
4,199


Foreign
currency translation adjustment for 2000 is primarily due to the change in cumulative translation adjustment resulting from the strengthening of the U.S. dollar against the
DM/Euro during the six-month period ended June 30, 2000.

5.  Segment Information

The Company has two operating segments which manufacture and sell a variety of products: Buckbee-Mears and Optical Products. Buckbee-Mears, made up of Mask
Operations and Buckbee-Mears St. Paul (BMSP), principally manufactures aperture masks which are photochemically etched

6

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fine mesh grids used in the manufacture of color television tubes and computer monitors. Optical Products (Vision-Ease) manufactures ophthalmic lenses.

The
following is a summary of certain financial information relating to the two segments for the three-month period ended June 30, 2000:

|                                         |  | Three Months Ended June 30 |       
|---------------------------------------- |  | -------------------------- | ------
|
|
|Revenues                                 |  | $                          | 55,576
|Cost of products sold                    |  |                            | 47,156
|                                         |  |                            |       
|Gross Margin                             |  |                            | 8,420 
|Gross Margin %                           |  |                            | 15.2  
|Selling                                  |  |                            | 1,191 
|Unallocated corporate administration     |  |                            |      
|                                         |  |                            |       
|Income from Operations                   |  | $                          | 7,229 
|                                         |  |                            |       
|Operating income %                       |  |                            | 13.0  
|Interest and other income (expense), net |  |                            |       
|                                         |  |                            |       
|Earnings before income taxes             |  |                            |       
|                                         |  |                            |       

The
following is a summary of certain financial information relating to the two segments for the six-month period ended June 30, 2000:

|                                         |  | Six Months Ended June 30 |        
|---------------------------------------- |  | ------------------------ | -------
|
|
|Revenues                                 |  | $                        | 108,894
|Cost of products sold                    |  |                          | 93,385 
|                                         |  |                          |        
|Gross Margin                             |  |                          | 15,509 
|Gross Margin %                           |  |                          | 14.2   
|Selling                                  |  |                          | 2,516  
|Unallocated corporate administration     |  |                          |       
|                                         |  |                          |        
|Income from Operations                   |  | $                        | 12,993 
|                                         |  |                          |        
|Operating income %                       |  |                          | 11.9   
|Interest and other income (expense), net |  |                          |        
|                                         |  |                          |        
|Earnings before income taxes             |  |                          |        
|                                         |  |                          |        

EBITDA,
as disclosed in the attached press release exhibit dated July 27, 2000, means earnings before interest expense, income taxes, depreciation and
amortization. EBITDA is presented because the Company believes it is an indicator of its ability to incur and service debt, and its lenders, in determining compliance with financial covenants, use a
similar formula. However, EBITDA should not be considered as an alternative measure of liquidity to cash flow from operating, investing or financing activities, or as an alternative to net income as a
measure of operating results in accordance with generally accepted accounting principles.

7

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6.  Legal Matters

During the quarter ended June 30, 2000, no significant new legal proceedings or environmental matters arose and there were no material changes in the
status of the legal proceedings or environmental matters described in the Company's Annual Report on Form 10-K for the year ended December 31, 1999.

8

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## 

BMC INDUSTRIES, INC.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Comparison of three months ended June 30, 2000 and 1999

Total revenues for the second quarter of 2000 increased by $0.9 million or 1% from the second quarter of 1999. Excluding a negative impact from the
translation of foreign currencies during the quarter, consolidated revenues would have increased 4%. The Optical Products group reported sales of $38.7 million in the second quarter of 2000, up
3%, or $1.2 million, over the prior year quarter due mainly to growth in sales of high-end products (polycarbonate, progressive and polarizing sun lenses). Sales of
high-end products increased 18% in second quarter 2000 over second quarter 1999 and accounted for 65% of total Optical Products group revenue in second quarter 2000 compared to 57% in
second quarter 1999. This growth in revenue was dampened by year-on-year declines in glass and plastic lens sales due to market shifts away from glass lenses and plastic
product sourcing issues. Revenues of the Buckbee-Mears group for the second quarter decreased $0.3 million, from $55.9 million in 1999 to $55.6 million in 2000. Buckbee-Mears
sales were negatively impacted by foreign currency translation during the quarter. Excluding the impact of this foreign currency translation, revenues for the group would have increased 4%. Total
sales of entertainment masks increased 10% in second quarter 2000 as compared to the prior year quarter, driven by a 40% rise in sales of jumbo entertainment masks and a 9% increase in sales of large
entertainment masks, both of which are higher margin products. Sales of computer monitor masks decreased 25% in second quarter 2000 as compared to second quarter 1999 as a result of competitive price
reductions and the temporary loss of volume from one particular monitor customer. BMSP sales in the second quarter declined from the same period a year ago. The focus for this business continues to be
diversification of its customer and product base.

Cost
of products sold were 83.1% of net sales for the second quarter of 2000, compared to 81.3% in the same period of 1999. The increased cost of products sold percentage was due
primarily to higher product costs for Optical Product sales. The Optical Products gross margin percentage decreased from second quarter 1999 reflecting higher product costs related to lenses produced
during 1999, increased research and development spending and the expansion of Vision-Ease Europe's new business development efforts (including laboratory infrastructure).
Vision-Ease has several initiatives underway to reduce its product cost structure, including expanding production capabilities at its existing Jakarta, Indonesia facility and optimizing
lens production among its facilities. The 2000 Buckbee-Mears gross margin percentage is comparable with the same period of 1999. The Buckbee-Mears group gross margin increased due to operational
efficiencies and higher-margin sales mix during the quarter. This increase was offset by lower BMSP gross margin and higher development spending to support advanced mask products. The Company's second
quarter 2000 results were reduced by approximately $0.4 million due to foreign currency translation rate changes compared to 1999.

Selling
expenses were $4.1 million or 4.4% of revenues and $5.0 million or 5.4% of revenues for the second quarter of 2000 and 1999, respectively. The decrease is due to
expanded marketing efforts in 1999 on high-end products within the Optical Products group, as well as high costs in 1999 within Buckbee-Mears to meet new customer demands.

Interest
expense in the second quarter of 2000 is comparable to the prior year quarter, even though the debt level has decreased from the two prior year levels. This is the result of
the debt being primarily variable-rate debt, which is impacted by higher LIBOR rates in 2000.

9

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The provision for income taxes was 31.5% and 35.2% of pre-tax income in the second quarter of 2000 and 1999, respectively. The tax rate is a function of the Company's
domestic and foreign earnings mix and ongoing tax initiatives and can fluctuate from quarter to quarter.

Comparison of six months ended June 30, 2000 and 1999

Total revenues for the first six months of 2000 increased by $5.0 million, or 3%, from the first six months of 1999. This revenue increase would have
been 5% excluding the negative impact of foreign currency translation. Revenues of the Optical Products group were up 3% due mainly to growth in
sales of high-end products (polycarbonate, progressive and polarizing sun lenses). Revenues of the Buckbee-Mears group for the six-month period increased 3% from the prior year
period due to increases in both entertainment and monitor mask sales, offset by the decrease in BMSP sales.

Cost
of products sold were 84.7% and 82.6% of net sales for the first six months of 2000 and 1999, respectively. The increase in cost of sales percentage is primarily due to higher
product costs for Optical Product sales, which offset higher margins at Buckbee-Mears. The Optical Products gross margin percentage decreased from 1999 reflecting higher product costs related to
lenses produced during 1999. The Buckbee-Mears group gross margin is up from 1999 reflecting the mix of higher-margin jumbo entertainment mask sales, improved monitor mask sales mix as well as
improved operating performance, especially monitor, with the addition of the auto-inspection equipment at all locations. These increases are partially offset by lower profitability at
BMSP. The Company's operating results for the six-month period ended June 30, 2000 were reduced by approximately $0.7 million due to foreign currency translation rate changes
compared to 1999.

Selling
expenses were $8.4 million, or 4.6%, of revenues and $9.4 million, or 5.3%, of revenues for the first six months of 2000 and 1999, respectively. The decrease is
primarily due to higher selling costs in 1999 associated with the Optical Products group as well as decreases in Buckbee-Mears selling costs.

Interest
expense in the first six months of 2000 was $6.6 million compared to $6.9 million in the first six months of 1999. This decrease is due to decreases in the debt
level offset by increases in the interest rate in 2000.

The
provision for income taxes was 31.2% and 35.1% of pre-tax income for the first six months of 2000 and 1999, respectively. The tax rate is a function of the Company's
domestic and foreign earnings mix and ongoing tax initiatives and can fluctuate from quarter to quarter.

MARKET RISK

There were no significant changes in market risks from those disclosed in the Company's Form 10-K for the year ended December 31,
1999.

FOREIGN CURRENCY

Fluctuations in foreign currency exchange rates may affect, and in the past have affected, the Company's financial results. The Company has an overall indirect
exposure to Asian currencies, primarily the Japanese yen and the Korean won, because the Mask Operations' most significant competitors are Japanese and Korean manufacturers. The Company's strategy is
to partially offset this business exposure through the cross-currency swaps discussed below. In addition, the Company has direct exposure to the Japanese yen as certain of its steel purchases are
denominated in that currency. The Company's German subsidiary has a large portion of its sales denominated in U.S. dollars. As most of the German subsidiary's expenses are denominated in the German
mark, this also represents an element of the Company's exposure to currency rate fluctuations. This exposure is generally addressed as needed through the purchase of forward contracts and options.
Exposure to foreign

10

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currency exchange rate fluctuations also exists with respect to transactions within the Company's Indonesian, French and Hungarian operations.

INTEREST RATE SWAPS

At various dates during 1998, 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 5.74% to 7.10%. At June 30, 2000, $100 million of these swaps remained outstanding with the swaps expiring at various dates ranging
from August 2000 to June 2003. These swaps are discussed more fully in footnote 3.

CROSS-CURRENCY SWAPS

In August 1999, the Company entered into a cross-currency swap, which provided for the Company to swap a total of $10 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. The Company recorded as Other Income a foreign exchange gain of $598 in the six-month period ended June 30, 2000 related to this swap. This swap
agreement was closed out in May 2000.

FINANCIAL POSITION AND LIQUIDITY

Debt decreased approximately $15.0 million from $168.3 million to $153.3 million during the first six months of 2000 primarily as a result
of cash flow from operations of $22.6 million, offset by capital expenditures of $5.0 million. Working capital was $88.7 million at June 30, 2000 compared to
$89.7 million at December 31, 1999. The current ratio was 2.4 at June 30, 2000 compared 2.5 at December 31, 1999. The ratio of debt to capitalization was 0.52 at
June 30, 2000 compared to 0.55 at December 31, 1999.

There
were no significant changes in the Company's credit facilities during the six months ended June 30, 2000. The Company was in compliance with all covenants related to
credit facilities as of June 30, 2000. The Company continues to expect that the combination of internally-generated funds and unused financing sources will be adequate to meet the Company's
financing requirements for 2000.

ENVIRONMENTAL

There were no material changes in the status of the legal proceedings and environmental matters described in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.

IMPACT OF YEAR 2000

The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems or the products and services
of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent Year 2000
matters that may arise are addressed promptly.

CAUTIONARY STATEMENTS

Certain statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this
Form 10-Q by the Company or its representatives, as well as other communications, including 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 thePrivate Securities Litigation Reform
Act of 1995.These

11

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statements relate to non-historical information and include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements.
The Company wishes to caution the reader not to place undo reliance on any such forward-looking statements, which reflect our opinion as of the date of this Form 10-Q. These
statements are not guarantees of future performance and are subject to certain risks and uncertainties that could cause actual results to differ materially from those presently anticipated or
projected and include, among others, lower demand for televisions, computer monitors and ophthalmic lenses; further mask and ophthalmic lens price declines and imbalances of supply and demand; ability
to meet customer new product qualifications; 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 liquid crystal, plasma, projection and other types of visual displays; ability to implement the Optical Products group's initiatives in strategic
polycarbonate marketing and manufacturing sourcing; ability to grow European sales through the operation of processing laboratories; new product development, introduction and acceptance; cost
reduction and reorganization efforts; continued slowdown at BMSP; ability to partner with new and existing Buckbee-Mears customers or transition development relationships into full-scale production;
the effect of regional or global economic slowdowns; adjustments to inventory valuations; liability and other claims asserted against BMC; negative foreign currency fluctuations; and ability to
recruit and retain key personnel. These and other factors are more particularly described in "Item 1Business" of the Company's Form 10-K for the year ended
December 31, 1999, which in some cases have affected and in the future could adversely affect the Company's actual results and could cause the Company's actual financial performance to differ
materially from that expressed in any forward-looking statement. These factors should not, however, be considered an exhaustive list. The Company does not undertake the responsibility to update any
forward-looking statement that may be made from time to time by or on behalf of the Company.

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## 

PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings.

With regard to legal proceedings and certain environmental matters, see "Management's Discussion and Analysis of Financial Condition and Results of Operations"
which begins on page 9 and Note 6 of the "Notes to Condensed Consolidated Financial Statements" on page 8.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 9.

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

The Company's 2000 Annual Meeting of Stockholders was held on May 11, 2000. Two matters were submitted to a vote of stockholders: Election of certain
members of the Company's Board of Directors and a proposal to amend and restate the Company's 1994 Stock Incentive Plan.

Nominee

Votes For

Votes Withheld or AgainstMr. Paul B. Burke

22,170,410

2,598,107Dr. H. Ted Davis

22,174,248

2,594,269Mr. Harry A. Hammerly

22,195,354

2,573,163




For

Against

Abstain

Broker Non-Vote10,502,096

7,814,325

91,416

6,360,680


Item 6.  Exhibits and Reports on Form 8-K.

10.1

Amendment No. 1 to the Restated and Amended 1994 Stock Incentive Plan, dated August 3, 2000.27.

Financial Data Schedule (filed only in electronic format).99.1

News Release, dated August 4, 2000, announcing quarterly dividend (filed herein).99.2

News Release, dated July 27, 2000, announcing the second quarter 2000 operating results (filed herein).99.3

News Release, dated July 5, 2000, announcing BMC Industries to supply HDTV Masks to Thomson99.4

News Release, dated June 19, 2000, announcing quarterly dividend (filed herein).






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## 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |  | BMC INDUSTRIES, INC.                                                                         
| |  | ---------------------------------------------------------------------------------------------
| |  | /s/KATHLEEN P. PEPSKIKathleen P. Pepski Chief Financial Officer
(Principal Financial Officer)
| |  | /s/KEVIN E. ROEKevin E. Roe Acting Corporate Controller
(Principal Accounting Officer)       
| |  |                                                                                              

Dated:
August 14, 2000

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