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                                                                     EXHIBIT 3.5


                             ARTICLES OF CORRECTION
                                       TO
                    SECOND RESTATED ARTICLES OF INCORPORATION
                             OF BMC INDUSTRIES, INC.


         On April 30, 1992 BMC Industries, Inc., a Minnesota corporation filed
Second Restated Articles of Incorporation with the Secretary of State.

         Article VI of the Second Amended Articles of Incorporation as filed
inadvertently omitted a provision. Pursuant to Minnesota Statutes 5.16, Exhibit
A hereto sets forth the correct form of Article VI of the Second Amended
Articles of Incorporation of BMC Industries, Inc.

         I hereby certify that I am authorized to execute these Articles of
Correction and I further certify that I understand that by signing these
Articles of Correction I am subject to the penalties of perjury as set forth in
Minnesota Statutes, Section 609.48, as if I had signed these Articles of
Correction under oath.

         DATED:  November 22, 1999

                                      BMC INDUSTRIES, INC.


                                      By:      /s/Jon A. Dobson
                                         -------------------------------
                                      Title:   General Counsel And Secretary
                                            ------------------------------------


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                                    EXHIBIT A


                                   ARTICLE VI

         The number of directors of this Corporation shall be not less than
three (3) nor more than seventeen (17), as determined from time to time by the
Board of Directors. The directors shall be classified with respect to their
terms of office by dividing them into two classes, with each class being as
nearly equal in number as possible. The terms of office of the directors
initially classified as Class A shall expire at the 1991 annual meeting of the
shareholders; and the terms of those classified as Class B shall expire at the
end of the 1992 annual meeting of shareholders. At each annual meeting of
shareholders after such initial classification, directors of the class whose
term is expiring will be elected to hold office until the second succeeding
annual meeting. Except as provided below, directors shall hold office until the
expiration of the terms for which they were elected or until their successors
are elected and qualified. The stockholders or Board of Directors may remove a
director from office at any time for cause. The Board of Directors may remove a
director from office, with or without cause, if the director was named by the
Board to fill a vacancy. The Board of Directors may remove a director at any
time, with or without cause, if the director is or at any time has been an
officer of the Corporation, provided that the vote required for any such removal
shall be the affirmative vote of at least seventy-five percent of the remaining
directors. Upon election or appointment to the Board of Directors, each director
shall offer his or her resignation from the Board of Directors, to be effective
at such time as he or she may change his or her principal occupation or
employment. If the office of any director or directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office,
increase in the number of directors, or otherwise, a majority of the remaining
directors, though less than a quorum, at a meeting called for that purpose, may
choose a successor or successors, who shall hold office until the expiration of
the term of the class for which appointed or until a successor shall be elected
or qualified. No shares of this Corporation shall confer upon the holder thereof
any right of cumulative voting.

         The vote required for any amendment to, or repeal of, all or any
portion of this Article VI shall be the affirmative vote of the holders of at
least two-thirds of the voting power of the outstanding shares; provided,
however, that if the then current or a pre-existing Board of Directors of this
Corporation shall by resolution adopted at a meeting of the Board of Directors
have approved the amendment or repeal proposal and have determined to recommend
it for approval by the holders of shares entitled to vote on the matter, then
the vote required shall be the affirmative vote of the holders of at least a
majority of the voting power of the outstanding shares.