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                   BMC INDUSTRIES, INC. PROFIT SHARING PLAN
                                1994 REVISION



                          FIRST DECLARATION OF AMENDMENT




Pursuant to the retained power of amendment contained in Section 11.2 of the 
instrument entitled "BMC Industries, Inc. Profit Sharing Plan--1994 
Revision," the undersigned hereby amends said instrument in the following 
manner:

1.     Subsection 5.2(B) thereof is amended to read as follows:

       "(B) A Participant may direct a change in the manner in which future    
           contributions to his or her Accounts will be invested among the    
           investment funds maintained pursuant to Section 5.1.  The direction 
           must be made in accordance with and is subject to Plan Rules and 
           will be effective as of the first day of the calendar quarter that 
           begins at least 30 days (or such shorter period as the Plan Rules 
           may allow) after the date on which the Administrator receives the 
           direction from the Participant."

2.     Section 5.3 thereof is amended to read as follows:

       "5.3 TRANSFER AMONG INVESTMENT FUNDS. (A) A Participant may direct the 
       transfer of his or her Accounts among the investment funds maintained 
       pursuant to Section 5.1.  The direction must be made in accordance with 
       and is subject to Plan Rules and will be effective on or as soon as 
       administratively practicable after the first day of the calendar 
       quarter that begins at least 30 days (or such shorter period as the Plan 
       Rules allow) after the date on which the Administrator receives the 
       direction from the Participant.  Plan Rules will include procedures 
       pursuant to which Participants are provided with the opportunity to 
       obtain written confirmation of investment directions made pursuant to 
       this section.

               (B) Plan Rules may impose uniform limitations and restrictions 
       applicable to transfers into and out of specific investment funds."

3.     Subsection 12.10(A) thereof is amended to read as follows:

       "12.10 COMPENSATION. (A) The "Compensation" of a Participant from a 
       Participating Employer for any Plan Year is, for non-sales personnel, 
       the Participant's annual base salary paid by the Participating Employer, 
       including shift premium, increased by amounts paid to the Participant 
       for time in excess of straight time but disregarding the portion of such 
       amounts, if any, representing a premium over straight time rates, and 
       for sales personnel, the greater of (1) the Participant's annual base 
       salary paid by the Participating Employer, or (2) the lesser of (a) the 
       Participant's annual base salary plus commissions
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       paid by the Participating Employer or (b) Sixty Thousand Dollars; 
       provided, that in no event will (1) severance pay of any kind or nature, 
       (2) payments made pursuant to BMC Industries, Inc. Long-Term Incentive 
       Plan or (3) amounts attributable to the exercise of a stock option be 
       taken into account as Compensation."

4.     Section 12.33 thereof is amended to read as follows:

       "12.33 TRUST.  The "Trust" is that created by the Company, for        
       purposes of implementing benefits under the Plan and may, as amended 
       from time to time, be referred to as the "BMC Industries, Inc. Profit 
       Sharing Trust."

5.     Section 12.35 thereof is amended to read as follows:

       "12.35 VALUATION DATE.  A "Valuation Date" is the last day of each 
        calendar quarter and such interim dates as the Administrator may from 
        time to time specify pursuant to Section 4.2(B)."

The amendments set forth in items 1 and 3 above are effective January 1, 
1997.  The amendment set forth at item 2 above is effective January 1, 1997 
with respect to all Account balances, including the Account balances of 
Participants who terminated employment prior to that date and Beneficiaries 
of Participants who died prior to that date.  The amendment set forth at item 
4 above is effective October 1, 1996.  The amendment set forth at item 5 
above is effective January 1, 1996 with respect to all Account balances, 
including the Account balances of Participants who terminated employment 
prior to that date and Beneficiaries of Participants who died prior to that 
date.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed 
by its duly authorized officers this 16th day of December, 1996.

                                        BMC INDUSTRIES, INC.


Attest:  /s/ Michael P. Hawks       By:  /s/ Christine A. Wolff 
       ----------------------------    -------------------------------- 
       Secretary                         Director of Compensation of Benefits