UNITED
STATES
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 1934For
  the fiscal year ended December 31, 2000OR[  ]
  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934For
  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 registeredCommon
  Stock
  New York Stock ExchangeSecurities 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.  [X] The aggregate market value of the
registrants common stock (its only voting stock) held by non-affiliates of the
registrant, based on the closing sales price for the registrants common stock
as reported on the New York Stock Exchange on March 23, 2001, was approximately
$145.9 million. As of March 23, 2001, there were 27,449,463 shares of
common stock of the registrant outstanding. DOCUMENTS
INCORPORATED BY REFERENCE Parts I, II and IV of this report on Form
10-K incorporate by reference information, to the extent specific pages are
referred to herein, from the registrants annual report to stockholders for the
year ended December 31, 2000.  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 May 17, 2001.


TABLE
OF CONTENTS  PART
  I.Item 1.
  BusinessItem 2.
  PropertiesItem 3.
  Legal
  ProceedingsItem 4.
  Submission
  of Matters to a Vote of Security HoldersItem 4A.
  Executive
  Officers of the RegistrantPART
  II.Item 5.
  Market
  for Registrants Common Equity and Related Stockholder MattersItem 6.
  Selected
  Financial DataItem 7.
  Managements
  Discussion and Analysis of Financial Condition and Results of OperationsItem 7A.
  Quantitative
  and Qualitative Disclosures About Market RiskItem 8.
  Financial
  Statements and Supplementary DataItem 9.
  Changes
  in and Disagreements with Accountants on Accounting and Financial DisclosurePART
  III.Item 10.
  Directors
  and Executive Officers of the RegistrantItem 11.
  Executive
  CompensationItem 12.
  Security
  Ownership of Certain Beneficial Owners and ManagementItem 13.
  Certain
  Relationships and Related TransactionsPART
  IV.Item 14.
  Exhibits,
  Financial Statement Schedules and Reports on Form 8-KSignatures


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 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 also 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 that has 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 (formerly known as
Buckbee-Mears St. Paul or BMSP).  Mask
Operations produces aperture masks, a critical component of color television
and computer monitor picture tubes. 
Micro-Technology Operations 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.  In February 2000, we
combined Mask Operations and Micro-Technology Operations into one operating
unit to leverage the high volume production capabilities and cost
competitiveness of Mask Operations and the market access and value-added
processes of Micro-Technology Operations. 
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.  Optical Products designs,
manufactures and distributes polycarbonate, glass and hard-resin plastic
ophthalmic lenses.  In January 2000,
Optical Products purchased a laboratory outside Paris, France as part of its
strategy to drive polycarbonate sales in Europe.  During 2000, we also began moving production of polycarbonate
lenses to our low cost lens production facility in Jakarta, Indonesia. (b)         Financial
Information About Industry Segments. Financial information about our operating
segments for the three most recent fiscal years is contained on pages 28-30 of
our annual report to stockholders for the year ended December 31, 2000, and is
incorporated herein by reference. (c)         Narrative
Description of Business. Buckbee-Mears Products and Marketing.Buckbee-Mears has manufacturing operations
in Cortland, New York, Müllheim, Germany and St. Paul, Minnesota, all of which
are ISO 9002 certified, which is a critical prerequisite to supplying a broad
base of customers.  Buckbee-Mears also
operates a mask inspection facility in Tatabanya, Hungary. The Cortland and
Müllheim facilities primarily manufacture aperture masks.  There is also a Micro-Technology production
line located in Cortland and Müllheim. 
The St. Paul facility is primarily dedicated to 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. Two customers each
accounted for more than 10% of our total consolidated revenues for 2000.
Samsung Display Co., Ltd., of South Korea accounted for approximately 18% of
our 2000 consolidated revenues. 
Thomson, S.A. of France, including its U.S. based operations, accounted
for approximately 16% of our 2000 consolidated revenues.  Thomson produces televisions in North
America and Europe under various trademarks, including RCA and GE.   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 55%, 55%
and 54% of our consolidated total revenues in 2000, 1999 and 1998,
respectively. In 1997, we established a dedicated,
low-cost inspection facility in Tatabánya to inspect computer monitor masks
manufactured in Müllheim.  This facility
allows us to provide quick response to the Müllheim facilitys Asian and
European customers.  Starting in 1998,
the Tatabánya facility also began inspecting entertainment masks manufactured
at the Müllheim facility and monitor masks manufactured at the Cortland facility. We continue to dedicate significant
resources to the development of automation systems for the back end of our
manufacturing process.  We have
installed automatic inspection equipment on both of our monitor mask production
lines and began installing automatic inspection equipment on our entertainment
mask production lines in 2000, with automatic inspection equipment installed on
the majority of our entertainment lines by January 2001. 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 manufacturer representatives to customers in
the medical, electronics, automotive, telecommunications and filtration market
segments.  Micro-Technology Operations
products currently 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 produced new technology
and customers with significant future revenue opportunities, including
agreements with Visteon Corporation and Cordis Corporation, a wholly-owned unit
of Johnson & Johnson, which were signed in March 2001.  Pursuant to these agreements with Visteon
and Cordis, Micro-Technology Operations has technology rights and/or production
opportunities in the circuit board and implantable stent markets. In addition to the research and
development projects at Micro-Technology Operations, we are 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.  We began commercial production of these masks during 2000.

Raw Materials.Buckbee-Mears procures raw materials from multiple suppliers.  Our Cortland facility imports all of its
steel and invar requirements from Japan and Germany.  Our Müllheim facility obtains a majority of its steel and invar
raw material from Germany, but obtains a portion of its raw material from
Japan.  Importation of steel into the
United States is subject to certain restrictions imposed by U.S. federal trade
legislation and regulations, but we have successfully challenged these
restrictions in the past, including obtaining a separate harmonized tariff
classification for the steel used in aperture masks.  We do not anticipate difficulty in obtaining steel or any other
raw materials.  Our inability to obtain
these materials, however, could 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 2001 to 2019.  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.

Seasonality.Buckbee-Mears revenues and earnings are
generally lower in the first and third quarters due to maintenance shutdowns at
the Cortland and Müllheim 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 79%of the global mask market, with BMC among the largest at an
estimated 14% of the combined television and monitor mask market share.  We supplied approximately 19% of the
worldwide demand for television masks and 6% of the demand for monitor masks in
2000.  In addition to competition from
other mask manufacturers, Mask Operations competes against rival technologies
such as LCD monitors, plasma displays and projection televisions.  Products made with rival technologies,
however, are expensive and have not, to date, captured a significant portion of
the relevant 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 remain competitive on pricing, we engage in ongoing
cost reduction measures, including the development of automated processes.  There can be no assurance, however, that
these efforts will be successful or that our competitors will not attract our
customer base through new products or processes that are more effective or less
expensive than our products and processes. 
In addition, there can be no assurance that customers will not
vertically integrate to meet their component requirements through captive
supply.  Our customer, Philips
Components B.V. announced in November 2000 that it was merging with one of
Buckbee-Mears competitors, L G. 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.

Backlog.As of December 31, 2000, the firm backlog of
Buckbee-Mears sales orders was $19.7 million, compared with $18.9 million as of
December 31, 1999.  We expect that all
of the December 31, 2000 backlog orders will be filled within the current
fiscal year.

Environmental.The
chemical etching of metals, which is performed by all Buckbee-Mears operations,
requires the utilization of chemical substances that must be handled in
accordance with federal, state, local and foreign environmental and safety laws
and regulations.  The etching 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. 
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 to dispose of all wastes
properly.  As of March 23, 2001, 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, any payments that have been made with respect
to these matters 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, 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 $5.4 million in 2000 and $5.6 million in 1999 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.  In addition, we estimate that Buckbee-Mears
will spend approximately $5.0 million in 2001 and $2.2 million in 2002 on
capital expenditures for environmental control facilities and response costs.



Employees.As
of December 31, 2000, Buckbee-Mears had approximately 1,923 employees in the
United States and Europe.  The majority
of these employees are not represented by labor unions.  Labor relations 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 ophthalmic
lenses. The groups headquarters is located in Brooklyn Park, Minnesota.
Vision-Ease has lens manufacturing operations in Azusa, California; Ramsey,
Minnesota; St. Cloud, Minnesota; and Jakarta, Indonesia. Vision-Ease also has
laboratory operations in Europe and five lens distribution centers in the U.S.,
Canada and England.  We manufacture
ophthalmic lenses from three principal materials:  polycarbonate, glass and hard-resin plastic.  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 these lenses with
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 the frame without laboratory
surfacing.  We sell non-prescription
polarizing lenses to manufacturers of sun lenses.  Vision-Ease sells its products to wholesale laboratories through
independent sales representatives and to chain retail outlets through an
in-house sales staff.

Vision-Ease has pursued a strategy of
manufacturing and distributing lenses made from polycarbonate, the worlds
fastest growing lens material. 
Polycarbonate lenses account for the majority of our lens sales.
Polycarbonate lens sales in North America grew approximately 20% in 2000 and in
excess of 15% on a compound basis for the last 15 years. We divide
manufacturing responsibility for polycarbonate lenses between the Azusa, Ramsey
and Jakarta facilities.  Vision-Ease
also uses the Ramsey facility for centralized distribution and research and development.

In 2000, Optical Products began
leveraging its lens laboratory network in Europe.  This network is made up of administration/customer service in
Müllheim, 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 the year 2000, we pursued a strategy to qualify our polycarbonate products
and laboratory processing capabilities with a broad cross-section of the
retailers in Europe.  Our efforts in
this pursuit will continue in 2001.

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, along with
specialty glass products at our St. Cloud facility. By the end of first quarter
2001, however, all glass manufacturing at the St. Cloud facility will be transferred
to the Jakarta facility.  We source
hard-resin plastic lenses through supply arrangements with low cost
manufacturers in Mexico and Southeast Asia. Under our supply arrangement with
the Mexican manufacturer, we supply the equipment and materials needed to
produce our ongoing product requirements. 
Our Mexican partner supplies the facility and employees.  These sourcing arrangements allow
Vision-Ease to focus manufacturing capabilities on higher-margin products while
offering a complete line of lens products at cost competitive prices.

We invest significant resources in
process and product research and development, particularly in polycarbonate
lens development and other higher margin products.  These investments resulted in the successful introduction in 2000
of several new product coatings and lens designs.  Vision-Ease has ongoing efforts to develop a lamination system
that uses proprietary technology to produce quality, thin, multi-focal lenses
equivalent to those produced by a laboratory. We intend to continue making
significant investments in product and process design and development for all
lens materials and new non-optical markets.

No single customer of Optical Products
accounted for more than 10% of our total revenues on a consolidated basis in
2000.

Intellectual Property.   We have several patents protecting certain
products and manufacturing processes of our Vision-Ease operations.  These patents have expiration dates ranging
from 2001 to 2019.  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 also have several
trademarks, including SunRxÒ,
TegraÒ,
DiamonexÒ,
VividÒ,
OutlookÔand SunSportÔ.  As part of our marketing strategy to build
sales of branded products, we have increased our use of trademarks.  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.

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 to fund research, development and capital expenditures.  Some competitors also have vertically
integrated wholesale laboratories.  In
order to successfully compete in this market, we employ a strategy of combined
marketing, product development, customer service and cost reduction
efforts.  Through the establishment of
low-cost operations and sourcing arrangements in Southeast Asia and Mexico, we
have maintained competitiveness on low-margin lens products.  At the same time, we have increased the
breadth of product offerings, including value-added lenses, to meet the total
lens requirements of our customers. 
Building upon our leadership position in polycarbonate lenses, we have
dedicated a substantial portion of our process and product development efforts
toward product offerings in this fast growing segment. Vision-Ease has
established laboratory operations in Europe to drive polycarbonate sales into
Europe.  There can be no assurance,
however, that we will succeed in developing competitive new products,
leveraging our polycarbonate strength into growth in other lens materials and
product offerings, maintaining our polycarbonate leadership position or
converting brand equity into increased sales.

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 multifocal 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.

Supplies.  Vision-Ease procures raw materials from
multiple suppliers.   We obtain the
majority of our hard-resin plastic lenses through sourcing arrangements in
Southeast Asia and Mexico.   Although we
have limited in-house manufacturing capabilities for hard-resin plastic lenses,
we have not established alternative sources for large volumes of these
lenses.  In addition, the importation of
raw materials and final products into and out of these 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 hard-resin plastic lenses, our inability to obtain these or
other materials could have a material adverse effect on Vision-Eases
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.

Environmental.   As part of our lens manufacturing process,
we use hazardous chemical substances that must be handled in accordance with
applicable federal, state, local and foreign environmental and safety laws and
regulations.  The lens manufacturing
processes also generate wastewater and wastes, some of which are classified as
hazardous under applicable environmental laws and regulations.  We employ systems for either disposing of
wastes in accordance with applicable laws and 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 assure compliance with applicable
standards.  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
to dispose of all wastes properly.  As
of March 23, 2001, we were involved in a total of eight (8) sites where
environmental investigations were occurring and 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 the investigations that are
ongoing, 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 the
financial position or the results of our operations.  In arriving at this conclusion, we have considered, among other
things, 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, 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 Vision-Ease incurred
approximately $0.1 million in 2000 and $0.4 million in 1999 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.  In addition, we estimate that Vision-Ease
will make approximately $0.1 million in capital expenditures for environmental
control facilities during each of 2001 and 2002.

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

Employees.  As of December 31, 2000, Vision-Ease had
approximately 1,632 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.



(d)         Financial
Information About Geographic Areas.

Financial information about our
operations in different geographic areas for the three most recent fiscal years
is contained on page 29-30 of our annual report to stockholders for the year
ended December 31, 2000, and is incorporated herein by reference.

Factors That May Affect
Future Results

New Product Development and Introduction.  Each of our operations invests significantly
in new product development.  Vision-Ease
has invested substantial resources toward new lens offerings in all lens
materials:  polycarbonate, glass and
hard-resin plastic.  These efforts have
resulted in many new products that have experienced success to date, including
our TegraÒhigh-performance polycarbonate product line, OutlookÔprogressive lenses, and
polarizing sunwear. Buckbee-Mears continues its efforts to develop new
high-volume product opportunities, particularly with development efforts
underway at Micro-Technology Operations with multiple partners.  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 or that we will
develop or introduce new products within our anticipated time schedule.

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.



Pricing and Margins.  Many market and economic factors 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 affect 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 pursued
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.  There can be no assurance, however, that
these efforts will be sufficient to offset further pricing pressures.

Sources of Supply.  The primary raw material used to produce a
mask is steel.  The primary raw
materials used to manufacture optical products are glass blanks and
polycarbonate 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
and glass lenses from foreign supply arrangements and operations, factors
affecting these suppliers ability to meet our demand for these products could
adversely impact 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 Müllheim, Germany and an
aperture mask inspection facility in Tatabánya, Hungary. Vision-Ease has
optical lens laboratory operations in Europe, supply arrangements with
hard-resin plastic lens manufacturers in Southeast Asia and Mexico, 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.  The
economic difficulty experienced in Asia during the past few years is an example
of international conditions that could adversely affect financial performance.  Similar downturns in other areas of the
world, such as South America, 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 SquareFeet of SpaceOwned:Müllheim,
  Germany
  Buckbee-Mears
   - Manufacturing of aperture masks and
  precision 
  photo-etched metal and electroformed products
  170,000Cortland, NY
  Buckbee-Mears
   - Manufacturing of aperture masks and
  precision
  photo-etched metal and electroformed products
  363,000Tatabanya,
  Hungary
  Buckbee-Mears 
  - Inspection of aperture masks
  45,000Ramsey, MN
  Optical Products
   - Manufacturing of polycarbonate
  lenses,
   centralized distribution and research
  and
   development
  150,000Jakarta,
  Indonesia
  Optical Products
  - Manufacturing of glass and polycarbonate lenses
  66,000Leased:St. Paul, MN
  Buckbee-Mears
  - Manufacturing of precision photo-etched metal
  and electroformed parts
  131,000St. Cloud, MN
  Optical Products
   - Customer service, administrative
  services and
  distribution
  82,000Azusa, CA
  Optical Products
  
  - Manufacturing of polycarbonate lenses and
  distribution
  120,000We lease approximately 11,000 square feet
in suburban Minneapolis, Minnesota for our corporate headquarters.  We lease approximately 10,939 square feet in
Brooklyn Park, Minnesota for our Vision-Ease headquarters.  Our lease in St. Paul expires in February
2004.   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 23 of our annual report to stockholders for the year ended
December 31, 2000.

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 2001, the year first elected or
appointed as an executive officer and the offices held as of March 23, 2001 are
listed below:

Name (Age)
  Date First
  Elected
  or Appointed asan Executive Officer
  TitlePaul B. Burke
  (45)
  August 1985
  Chairman of the
  Board and Chief Executive OfficerBradley D.
  Carlson (36)
  September 1999
  TreasurerJon A. Dobson
  (34)
  December 1997
  Vice President,
  Human Resources, General Counsel and SecretaryKathleen P.
  Pepski (46)
  April 2000
  Senior Vice
  President and Chief Financial OfficerBenoit Y.
  Pouliquen (39)
  November 1999
  President and
  Chief Operating OfficerKevin E. Roe
  (35)
  October 1999
  Acting Corporate
  ControllerThere 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. 
Following the appointment of Mr. Pouliquen as President and Chief
Operating Officer in November 1999, Mr. Burke became Chairman and Chief
Executive Officer.

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.  Prior to joining BMC, Mr. Dobson was an associate with Lindquist
& Vennum PLLP, a Minneapolis law firm, practicing exclusively in corporate
and securities law.

Ms. Pepski joined BMC in April 2000 as
Senior Vice President and Chief Financial Officer.  From November 1994 to April 2000, she served as Vice President
and Controller at Valspar Corporation, a manufacturer of paints and coatings.

Mr. Pouliquen joined BMC in November 1999
as President and Chief Operating Officer. 
From August 1988 to November 1999, Mr. Pouliquen held various positions
with Johnson Matthey, a specialty chemicals company, most recently as President
of Johnson Matthey Electronics. 
Following the acquisition of Johnson Matthey by Allied Signal in August
1999, Mr. Pouliquen served as Vice President and General Manager of Advanced
Circuits, a supplier of high-density interconnect products, until he joined
BMC.

Mr. Roe joined BMC in June 1994 as
Corporate Financial Analyst.  He served
as Finance/Accounting Manager from July 1995 to January 1996 and Assistant
Controller from January 1996 to October 1999, at which time he was appointed
Acting Corporate Controller.  Prior to
joining BMC, Mr. Roe served in a variety of financial positions at ADC
Telecommunications, Inc., a supplier of transmission and networking systems,
from April 1992 to June 1994 and in several audit positions with the accounting
firm of Deloitte & Touche LLP from January 1988 to April 1992.

Part II

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

Price Range of Common Stock on page 31
of our annual report to stockholders for the year ended December 31, 2000 is
incorporated herein by reference.

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 subject to certain restrictions in our revolving
domestic credit facility.

Item 6.  Selected
Financial Data

Historical Financial Summary on page 7
of our annual report to stockholders for the year ended December 31, 2000 is
incorporated herein by reference.

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



Managements Discussion and Analysis on
Pages 8-14 of our annual report to stockholders for the year ended December 31,
2000 is incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures
About Market Risk



Managements Discussion and Analysis on
pages 11-12 of our annual report to stockholders for the year ended December
31, 2000 is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data



Our consolidated financial statements and
related notes on pages 15-30 and the Report of our Independent Auditors on page
30 of our annual report to stockholders for the year ended December 31, 2000
are incorporated herein by reference, as is the unaudited information under the
caption Selected Quarterly Data on page 31.

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 May 17, 2001 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 17 of our proxy statement for the annual meeting of
stockholders to be held May 17, 2001 is incorporated herein by reference.

Item 11.  Executive
Compensation



The information contained under the
caption Executive Compensation on pages 9-11 and 13-16, and Election of
Directors - Information About the Board and Its Committees on pages 4-6 of our
proxy statement for the annual meeting of stockholders to be held May 17, 2001
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 May 17, 2001 is incorporated herein by reference.

Item 13.  Certain Relationships and Related
Transactions



The information contained under the
caption Certain Transactions on page 17 of our proxy statement for the annual
meeting of stockholders to be held May 17, 2001 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 incorporated herein by reference from the pages indicated
in our annual report to stockholders for the year ended December 31, 2000.

Consolidated
  Financial Statements:
  PageConsolidated
  Statements of Operations for the Years Ended December 31, 2000, 1999 and 1998
  15Consolidated
  Balance Sheets as of December 31, 2000 and 1999
  16Consolidated
  Statements of Stockholders Equity for the Years Ended December 31, 2000,
  1999 and 1998
  17Consolidated
  Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998
  18Notes
  to Consolidated Financial Statements
  19-30Price
  Range of Common Stock
  31Report
  of Independent Auditors
  30Selected
  Quarterly Financial Data (unaudited)
  312.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
  17Schedules
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 19-27 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 23, 2001,
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)          1984 Omnibus Stock Program, as amended
effective December 19, 1989 (incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the year ended December 31, 1989
(File No. 1-8467)).b)          1999 Management Incentive Bonus Plan
Summary (incorporated by reference to Exhibit 10.3 to the Companys Annual
Report on Form 10-K for the year ended December 31, 1998 (File No. 1-8467)).c)          2000 Management Incentive Bonus Plan
Summary (incorporated by reference to exhibit 10.3 to the Companys Annual
Report on Form 10-K for the year ended December 31, 1999 (File No. 1-8467)).d)          2001 Management Incentive Bonus Plan
Summary (filed herewith as Exhibit   10.
4).e)          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)).f)           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)).g)          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).h)          Form of Change of Control Agreement
entered into between the Company and Messrs. Carlson, Dobson and Pouliquen and
Ms. Pepski (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)).i)           1994 Stock Incentive Plan
(incorporated by reference to Exhibit 10.12 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 (File No. 1-8467)).j)           Amendment No. 1 to the 1994 Stock
Incentive Plan (incorporated by reference to Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (File No.
1-8467)).k)          Amendment No. 2 to the 1994 Stock
Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (File
No. 1-8467)).l)           Restated and Amended 1994 Stock
Incentive Plan, dated May 11, 2000 (incorporated by reference to Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 (File No. 1-8467)).m)        Amendment
No. 1 to the Restated and Amended 1994 Stock Incentive Plan, dated August 3,
2000 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31,2000 (File No. 1-8467)).n)          BMC Stock Option Exercise Loan
Program, as amended June 12, 1998 (incorporated herein by reference to Exhibit
10.4 of the Companys Quarterly Report on Form 10-Q for the quarter ended June
30, 1998 (File No. 1-8467)).o)          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)).p)          Employment Agreement by and between
the Company and Kathleen P. Pepski, dated April 19, 2000 (incorporated by
reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000 (File No. 1-8467)).q)          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)).r)           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

We
did not file any reports on Form 8-K during the quarter ended December 31,
2000.(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
  Year2000Allowance
  for doubtful accounts
  $1,828
  $1,388
  $1,783
  $0
  $1,433Allowance
  for merchandise returns
  1,546
  583
  483
  (216)
  1,430$3,374
  $1,971
  $2,266
  ($216)
  $2,863Inventory
  reserves
  $15,317
  ($3,021)
  $1,201
  ($426)
  $10,6691999Allowance
  for doubtful accounts
  $1,266
  $1,132
  $570
  $0
  $1,828Allowance
  for merchandise returns
  1,358
  1,076
  474
  (414)
  1,546$2,624
  $2,208
  $1,044
  ($414)
  $3,374Inventory
  reserves
  $12,791
  $4,100
  $1,145
  ($429)
  $15,3171998Allowance
  for doubtful accounts
  $891
  $438
  $69
  $6
  $1,266Allowance
  for merchandise returns
  1,227
  1,856
  1,735
  10
  1,358$2,118
  $2,294
  $1,804
  $16
  $2,624Inventory
  reserves
  $7,421
  $9,691
  $4,494
  $173
  $12,791


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 30, 2001, on its behalf by the
undersigned, thereunto duly authorized. BMC
  INDUSTRIES, INC.By:  _/s/ Kathleen P. Pepski_______Kathleen P. PepskiSenior Vice President andChief Financial Officer Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below on March 30,
2001, by the following persons on behalf of the registrant and in the
capacities indicated. Signature
  Title/s/
  Paul B. Burke
  Chairman
  of the Board and ChiefPaul
  B. Burke
  Executive
  Officer (Principal Executive Officer)/s/
  Kathleen P. Pepski
  Senior
  Vice President and Chief FinancialKathleen
  P. Pepski
  Officer
  (Principal Financial Officer)/s/
  Kevin E. Roe
  Acting
  Corporate Controller (PrincipalKevin
  E. Roe
  Accounting
  Officer)/s/
  John W. Castro
  DirectorJohn
  W. Castro/s/
  H. Ted Davis
  DirectorH.
  Ted Davis/s/
  Joe E. Davis
  DirectorJoe
  E. Davis/s/
  Harry A. Hammerly
  DirectorHarry
  A. Hammerly/s/
  James M. Ramich
  DirectorJames
  M. Ramich


BMC
Industries, Inc.
Exhibit Index to Annual Report on Form 10-K
For the Year Ended December 31, 2000 Exhibit No.
  
  
  Exhibit Method of
  Filing2.1
  Asset Purchase
  Agreement, dated as of March 25, 1998, between Monsanto Company and VIS-ORC,
  Inc.
  
  Incorporated by
  reference to Exhibit 2.1 to the Companys Current Report on Form 8-K dated
  March 25, 1998 and filed with the Commission on April 3, 1998 (File No.
  1-8467).2.2
  Amendment No. 1 to the
  Asset Purchase Agreement, dated as of May 15, 1998, between Monsanto Company
  and Vision-Ease Lens Azusa, Inc., f/k/a VIS-ORC, Inc.
  
  Incorporated by
  reference to the Companys Current Report on Form 8-K dated May 15, 1998 and
  filed with the Commission on May 29, 1998 (File No. 1-8467).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
  1999 Management
  Incentive Bonus Plan Summary.
  
  Incorporated by
  reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K for the
  year ended December 31, 1998 (File No. 1-8467).10.3
  2000 Management
  Incentive Bonus Plan.
  
  Incorporated by
  reference to Exhibit 10.3 to the Companys Annual Report on Form 10-K for the
  year ended December 31, 1999 (File No. 1-8467).10.4
  2001 Management
  Incentive Bonus Plan.
  
  Filed electronically
  herewith.10.5
  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).10.6
  BMC Savings and Profit
  Sharing Plan, restated, effective September 1, 1998.
  
  Incorporated by
  reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for the
  year ended December 31, 1998 (File No. 1-8467).10.7
  First Declaration of
  Amendment, dated April 26, 1999, to the BMC Industries, Inc. Savings and
  Profit Sharing Plan.
  
  Incorporated by
  reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended March 31, 1999 (File No. 1-8467).10.8
  Second Declaration of
  Amendment, dated April 26, 1999 to the BMC Industries, Inc. Savings and
  Profit Sharing Plan.
  
  Incorporated by
  reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended March 31, 1999 (File No. 1-8467).10.9
  Third Declaration of
  Amendment, dated July 7, 1999, to the BMC Industries, Inc. Savings and Profit
  Sharing Plan.
  
  Incorporated by
  reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended June 30, 1999 (File No. 1-8467).10.10
  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).10.11
  1994 Stock Incentive
  Plan.
  
  Incorporated by
  reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for
  the year ended December 31, 1993 (File No. 1-8467).10.12
  First Declaration of
  Amendment to the BMC Industries, Inc. 1994 Stock Incentive Plan.
  
  Incorporated by
  reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended June 30, 1996 (File No. 1-8467).10.13
  Second Declaration of
  Amendment, dated August 8, 1997, to the BMC Industries, Inc. 1994 Stock
  Incentive Plan.
  
  Incorporated by
  reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended September 30, 1997 (File No. 1-8467).10.14
  Restated and Amended
  1994 Stock Incentive Plan, effective May 11, 2000.
  
  Incorporated by
  reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended March 31, 2000 (File No. 1-8467).10.15
  Amendment No. 1 to the
  Restated and Amended 1994 Stock Incentive Plan, dated August 3, 2000.
  
  Incorporated by
  reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended June 30, 2000 (File No. 1-8467).10.16
  BMC Stock Option
  Exercise Loan Program, as amended June 12, 1998.
  
  Incorporated by
  reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended June 30, 1998 (File No. 1-8467).10.17
  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).10.18
  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).10.19
  First Amendment, dated
  April 8, 1999, to the BMC Industries, Inc. Savings Trust.
  
  Incorporated by
  reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended March 31, 1999 (File No. 1-8467).10.20
  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).10.21
  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).10.22
  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).10.23
  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).10.24
  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).10.25
  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).10.26
  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).10.27
  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).10.28
  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).10.29
  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).10.30
  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).10.31
  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).10.32
  Form of Change of
  Control Agreement entered into between the Company and Messrs. Carlson,
  Dobson, and Pouliquen and Ms. Pepski.
  
  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).10.33
  Employment Agreement
  by and between the Company and Kathleen P. Pepski, dated April 19, 2000.
  
  Incorporated by
  reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for
  the quarter ended March 31, 2000 (File No. 1-8467).10.34
  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).10.35
  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).10.36
  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).10.37
  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).10.38
  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).10.39
  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).10.40
  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).10.41
  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).10.42
  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).10.43
  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).10.44
  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).10.45
  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).13.1
  Portions of the
  Companys 2000 Annual Report to Stockholders incorporated herein by reference
  in this Annual Report on Form 10-K.
  
  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
  December 13, 2000, announcing expectations for 2000.
  
  Filed electronically
  herewith.99.2
  Press Release, dated
  January 23, 2001, announcing BMC to Report Fourth Quarter Results and Host
  Conference Call on Thursday, February 1, 2001.
  
  Filed electronically
  herewith.99.3
  Press Release, dated
  February 1, 2001 announcing fourth quarter and full year 2000 earnings.
  
  Filed electronically
  herewith.99.4
  Press Release, dated
  February 15, 2001 announcing quarterly dividend.
  
  Filed electronically
  herewith.99.5
  Press Release, dated
  February 22, 2001 announcing change in NYSE ticker symbol effective March 5,
  2001.
  
  Filed electronically
  herewith.