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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________
Commission File No.: 1-8467 _______________________

BMC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0169210
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)

TWO APPLETREE SQUARE, MINNEAPOLIS, MINNESOTA 55425
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (612) 851-6000
_______________________

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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COMMON STOCK NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:
NONE

_______________________

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 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. / /

As of March 27, 1996, 27,259,794 shares of Common Stock of the Registrant
were outstanding. The aggregate market value of the Common Stock as of such
date (based on the closing price of the Common Stock at that date on the New
York Stock Exchange), excluding shares deemed beneficially owned by affiliates,
was approximately $566 million.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II of this Annual 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, 1995
(the "1995 Annual Report"). Part III of this Annual 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 April 25,1996.
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PART I

ITEM 1. BUSINESS

(a) GENERAL DEVELOPMENT OF BUSINESS.

BMC Industries, Inc. is a Minnesota corporation with its executive offices
located at Two Appletree Square, Minneapolis, Minnesota 55425; telephone (612)
851-6000. Unless the context otherwise indicates, the terms "Company" or "BMC"
as used herein mean BMC Industries, Inc. and its consolidated subsidiaries.

BMC was organized in 1907 under the name Buckbee-Mears Company. Over the course
of its early history, the Company developed an expertise in photolithography and
in the chemical etching of metals. In the 1950's, BMC collaborated in the
development of chemically etched aperture masks for color cathode ray tubes.
The Company entered the optical business in 1969 with the acquisition of Vision-
Ease Lens, a manufacturer of glass multi-focal ophthalmic lenses, based in St.
Cloud, Minnesota.

In the early 1980's, the Company sought accelerated growth through acquisitions,
acquiring additional optical products operations and operations producing
electronic interconnection components and related manufacturing equipment. In
1985, the Company determined that the interest burden from acquisition-related
debt and a worsening economy in the electronics industry made it impossible to
sustain the growth strategy. Between 1985 and 1987, the Company divested
several optical products operations and all of the interconnection component
operations. Additionally, a contact lens manufacturing operation and the
Company's former European optical products businesses were divested in 1989.

The Company presently is composed of two product groups, referred to as
Precision Imaged Products and Optical Products. Precision Imaged Products is
composed of two units. Mask Operations, the group's principal business,
produces aperture masks, an integral component of every color television and
computer monitor picture tube. The Company, through its Mask Operations, is
the only independent aperture mask manufacturer located outside Asia.
Buckbee-Mears St. Paul, the second unit of Precision Imaged Products, is a
leading domestic producer of precision photo-etched parts. Precision Imaged
Products, through its Mask Operations, also is involved in the sale, design,
manufacture and installation of aperture mask manufacturing equipment and the
licensing of BMC's related proprietary process technology in developing
nations. Optical Products designs, manufactures and distributes
polycarbonate, glass and hard-resin plastic multi-focal and single-vision
ophthalmic lenses for the personal eyewear market. During the fourth quarter
of 1995, the Company, through its Vision-Ease Lens division, acquired the
assets of a glass multi-focal lens manufacturer in St. Cloud, Minnesota and
acquired a lens distributor in London, England. As of December 31, 1995, the
Company had 1,915 employees.

(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.

Financial information about the Company's business segments for the three most
recent fiscal years is contained on pages 37-38 of the 1995 Annual Report, and
is incorporated herein by reference.

The Company's business is divided into two product groups: Precision Imaged
Products and Optical Products.

PRECISION IMAGED PRODUCTS

Precision Imaged Products ("PIP") is composed of two units, Mask Operations and
Buckbee-Mears St. Paul, which design, manufacture and market precision etched
metal parts, including aperture masks, specialty printed circuits, precision
electroformed components and precision etched and filled glass products. The
group's Mask Operations also is involved in the sale, design, manufacture and
installation of aperture mask manufacturing equipment and the licensing of the
Company's related proprietary process technology in developing nations.

PRODUCTS AND MARKETING. PIP includes Mask Operations, composed of Buckbee-Mears
Cortland (Cortland, New York) and Buckbee-Mears Europe (Mullheim, Germany), and
Buckbee-Mears St. Paul (St. Paul, Minnesota). The Cortland and Mullheim
facilities primarily manufacture aperture masks. The St. Paul facility
manufactures precision etched metal parts, specialty printed circuits, precision
electroformed components and precision etched and filled glass products. The
St. Paul facility also operates a continuous precision parts etching line at the
Company's Mullheim facility. Four customers each accounted for more than 10% of
PIP's 1995 total revenues, while two accounted for more than 10% of the
Company's 1995 total revenues. Thomson, S.A. of France (including its U.S.
based operations) accounted for approximately 28% of the Company's 1995 total
revenues. Thomson produces televisions in North America and Europe under
various trademarks, including RCA and GE. Philips Components B.V. of the
Netherlands accounted for approximately 13% of the Company's 1995 total
revenues.

Aperture masks are photochemically etched fine screen grids found in every
color television and computer monitor picture tube. An aperture mask allows
electron beams to activate selectively the red, green or blue phosphors on
the inside face plate of the cathode ray tube, producing a color image.
Aperture masks are made from cold rolled steel or invar (a nickel alloy) and
range in size from 6 inch to 42 inch diagonal dimensions. The Company's
facilities employ an automated continuous photochemical etching process
originally developed by the Company. Aperture masks are sold directly by the
Company to color picture tube manufacturers in North America, Western and
Eastern Europe, India, and Asia. Mask Operations maintains an in-house sales
staff to sell aperture masks directly to its customers. Net sales of
aperture masks comprised 57%, 54% and 53% of the Company's consolidated total
revenues in 1995, 1994 and 1993, respectively.

During the 1980's, the Company expanded its aperture mask production capacity
by adding additional aperture mask production lines in 1984 and 1988 at its
Cortland, New York facility and in 1986 at its Mullheim, Germany facility.
In 1986, the Company also added a specialized production line at Mullheim.
The specialized line is designed to manufacture precision etched components
other than aperture masks, such as gimbal springs for use in computer disk
drives. During the fourth quarter of 1995, Buckbee-Mears St. Paul began
production on this line of several demanding precision etched components. At
its Cortland operation, the Company also manufactures small quantities of
special-purpose, very-high-resolution foil aperture masks for military
avionics use.

The Company was engaged in research and development efforts in recent prior
years aimed at developing the manufacturing and technical expertise necessary to
produce aperture masks for high definition television ("HDTV") and other large
color cathode ray tube applications ("jumbo masks"). As a result, the Company
has delivered limited quantities of prototype HDTV aperture masks to customers
engaged in HDTV research and development. Commercial production deliveries of
other jumbo masks, which are manufactured from invar and steel, have increased
significantly in the last three years due to a corresponding increase in sales
of jumbo televisions, particularly in the United States. In addition, over

the past few years, the Company has engaged in research and development efforts
aimed at developing the manufacturing and technical expertise necessary to
produce aperture masks for high-resolution color computer monitors.

In 1993, the Company modified one of the three manufacturing lines at its
Cortland, New York facility to permit the production of high-resolution masks
for computer monitors. An initial pre-production run of high-resolution
masks was completed during the fourth quarter of 1993. During 1994, the
Company qualified as a high-resolution computer monitor mask vendor and began
its first volume shipments of the product. Due to strong demand for larger
size television aperture masks in 1995, the Company converted this line back
to television aperture mask production. In February 1994, the Company began
steps to upgrade another one of the three manufacturing lines at its Cortland
facility. The upgraded line in Cortland will serve the growing demand for
large and jumbo masks for high-performance color television tubes. The
Company expects to complete the process upgrades by the second quarter of
1996.

In February 1994, the Company initiated construction of a new production line at
its Mullheim, Germany facility. The start-up of the new production line began
in the fourth quarter of 1995. The German facility currently is working to
increase yields with a ramp into full volume production anticipated during 1996.
The new production line in the German facility will be dedicated exclusively to
the production of high-resolution computer monitor masks.

In 1995, the Company announced its plans to add two new production lines at the
Cortland, NY facility, one for television aperture masks and the other for high-
resolution computer monitor masks. The Company began engineering and
construction of this expansion in the third quarter of 1995. The Company
anticipates that the first of the two new production lines at Cortland will
become operational during the first quarter of 1997, with the second line
expected to begin production during the second quarter of 1997. These new
production lines, along with the new production line in the German facility and
the upgraded line in Cortland, will add manufacturing capacity for 13 to 14
million television aperture masks and will increase production capacity for
computer monitor masks to 10 million masks annually. The expansion is focused
particularly on the growing market for large masks (25-29 inch), medium masks
(19-23 inch) and high resolution computer monitor masks.

Products manufactured at the St. Paul, Minnesota facility include precision
etched metal parts; large size, tight tolerance specialty printed circuits up to
four by ten feet in area; precision electroformed components; and, precision
etched and filled glass products. These products are sold directly by the
Company, both by in-house sales personnel and manufacturers representatives, to
manufacturers of automotive components, filtration equipment, microwave
antennas, computers and printers, various consumer products, medical electronics
and computer aided design/computer aided manufacturing ("CAD/CAM") equipment and
military and avionics electronics.

In 1991, the Company (through its Mask Operations) largely completed delivery
and installation of aperture mask manufacturing equipment to a Chinese customer;
in 1992, acceptance testing of the equipment was completed and the customer
commenced commercial production. The Company receives royalty payments on
products produced by this customer. In 1993, the Company (through Mask
Operations) entered into a $26 million contract to deliver and install aperture
mask manufacturing equipment to another Chinese customer. The Company
anticipates successful completion of this contract during 1996, at which time
the Company will receive royalty payments on products manufactured by this
customer.

INTELLECTUAL PROPERTY. The Company has a number of patents which are important
to the success of its PIP operations. These patents range in their expiration
dates from 1998 to 2014. The loss of any single patent would not have a
material adverse effect on the business of the Company as a whole. The Company
believes 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 the Company's competitive position.
At the same time, the Company continues to seek patent protection for its
products and processes on a selective basis. However, there can be no assurance
that any patents obtained will provide substantial protection or be of
commercial value. The Company generally requires its consultants and employees
to agree in writing to maintain the confidentiality of the Company's information
and (within certain limits) to assign to the Company any inventions, and any
patent or other intellectual property rights, relating to the Company's
business.

COMPETITION. Competition with respect to the products described above is
intense, with no one competitor dominating the market. The principal methods of
competition are pricing, product quality and product availability, and the
Company competes on the basis of each of these methods.

The Company is one of only five independent aperture mask manufacturers in the
world. In addition, several color picture tube manufacturers operate captive
aperture mask production facilities. State directed ventures operate in China.
The Company believes that it has approximately a 20% share of the total world
aperture mask market held by independent manufacturers. The Company is the only
independent aperture mask manufacturer with production facilities outside Asia.

Many producers compete in the market for precision etched metal parts produced
by the St. Paul facility; there is no clear market share leader. The Company
sells its precision etched metal parts to approximately 250 industrial users.
The specialty printed circuit market served by that facility includes producers
of a wide variety of end products; its size therefore is difficult to quantify.
The Company estimates that there are approximately 20 customers for specialty
circuits, primarily military and industrial users.

SUPPLIES. Each of the PIP operations have available multiple sources of the raw
materials needed to manufacture its products. The Cortland operation imports
from Japan and Germany all of its steel and invar requirements necessary in the
manufacture of its products; the Mullheim operation imports from Japan a portion
of its steel and invar requirements. Importation of such steel into the United
States is subject to restrictions imposed by U.S. federal trade legislation and
regulations, but the Company does not anticipate difficulty in obtaining this or
any other raw materials. In 1992, the Company was involved in a successful
effort to exclude aperture mask steel from products currently involved in a
dumping investigation by the U.S. International Trade Commission.

BACKLOG. As of December 31, 1995, the backlog of PIP sales orders believed to
be firm was $177 million, compared with $126 million as of December 31, 1994.
The Company expects that all of the December 31, 1995 backlog orders will be
filled within the current fiscal year. Backlog orders are based on the results
of annual price/quantity negotiations with aperture mask customers and purchase
orders in hand from other customers. Backlog orders may be changed or cancelled
by aperture mask customers without penalty.

ENVIRONMENTAL. Chemically etching metals, which is performed by all PIP
operations, requires the Company to utilize chemical substances which must be
handled in accordance with applicable laws and regulations. The etching
processes also generate wastewater, which is treated using on-site wastewater
treatment systems, and wastes, some of which are classified as hazardous under
applicable environmental laws and regulations. The Company employs systems for
either disposing of such wastes in accordance

with applicable laws or regulations or recycling the chemicals it utilizes
through the manufacturing process. The wastes and the wastewater treatment
systems are monitored by environmental agencies to assure compliance with
applicable standards. Generation of waste does entail that the Company maintain
responsibility for the waste even after proper disposal. As of March 22, 1996,
the Company is involved in a total of eight (8) sites where environmental
investigations are occurring and final settlement has not been reached, of which
five (5) relate to the PIP division and three (3) relate to the Optical Products
division. See "Optical Products -- Environmental" for a discussion of the sites
relating to the Optical Products division.

During 1995, the Company was identified as a potentially reponsible party
("PRP") at a site for which the Environmental Protection Agency (the "EPA")
previously requested information regarding the Company's potential involvement
at the site. It is the Company's belief that its involvement at this site was
minimal and, therefore, is seeking de minimis status. Also in 1995, the
Company reached a de minimis settlement of its liability with the non-de minimis
PRP group at a site in which the Company was a PRP. This activity maintains a
total of five (5) sites, involving the Company's PIP division, where the Company
has been involved in environmental investigations and where final settlement has
not been reached.

In addition to the above sites, the Company was named previously as a defendant
in connection with real property located in Irvine, California previously
occupied by a discontinued operation of the Company's PIP division. In 1995,
the Company settled this litigation with the other parties to the lawsuit and
all claims have been dismissed with prejudice. Remediation of the site has
begun in accordance with a remediation system approved by the applicable state
regulatory agency. The settlement amount and the anticipated cost of the
remediation system are both within the $3.3 million reserved by the Company for
this matter. The Company has also been named as a defendant by parties
identified as PRP's for a site in Cortland, New York. The Company strongly
believes it has no involvement with this site and is committed to a vigorous
defense of this case. It is impossible at this time to predict the likely
outcome of this matter or the Company's exposure if this case is decided
adversely. However, it is not currently anticipated that this case, or the
Company's share of the costs of environmental remediation activities for any of
the sites discussed above will have a materially adverse effect on the financial
condition of the Company as a whole.

PIP estimates that in 1995 and 1994 it incurred approximately $5.1 and $3.4
million, respectively, in 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, it estimates that it will make
approximately $2.0 million and $1.9 million dollars in capital expenditures for
environmental control facilities during 1996 and 1997-98, respectively.

SEASONALITY. The Company's earnings from PIP are generally lower in the first
and third quarters due to maintenance shutdowns at the Company's Cortland, N.Y.
and Mullheim, Germany facilities. Also, the seasonality of televisions, the
end product of aperture masks, affects the Company's annual earnings pattern.

OPTICAL PRODUCTS

Optical Products, operating under the Vision-Ease Lens trademark ("Vision-
Ease"), is a major U.S. manufacturer of ophthalmic lenses, including semi-
finished polycarbonate, glass and hard-resin plastic multi-focal and single-
vision lenses and finished polycarbonate single-vision lenses, with group
headquarters located in Brooklyn Park, Minnesota. Vision-Ease includes
manufacturing operations located in Brooklyn Center and St. Cloud, Minnesota and
in Ft. Lauderdale, Florida. Vision-Ease also has 13 distribution centers in the
U.S. and Canada, a sales subsidiary in Canada and a distribution subsidiary in
England.

PRODUCTS AND MARKETING. Ophthalmic lenses are manufactured from three principal
materials: polycarbonate ("poly"), glass and hard-resin plastic. Hard-resin
plastic includes both standard plastic lenses and high-index plastic lenses.
Semi-finished lenses are sold to independent wholesale optical laboratories or
retail outlets with on-site laboratories, which then finish the lens by grinding
and polishing the back side of the lens according to the prescription provided
by the optometrist or ophthalmologist. After processing, the lens is edged and
inserted into the frame by either the wholesale laboratory or the retail optical
dispenser. The Company also factory finishes and sells to wholesale and retail
laboratories a broad range of standard power prescription poly lenses. These
finished lenses are ready to be edged and inserted into the frame without
laboratory surfacing. Vision-Ease additionally markets limited quantities of
lenses produced by third party manufacturers.

Vision-Ease manufactures finished and semi-finished single-vision and semi-
finished multi-focal poly lenses, including progressive power multi-focal
lenses, at its Brooklyn Center facility. Progressive power multi-focal lenses
provide a gradual transition from distance to near viewing without the visual
"jump" generally associated with a multi-focal lens. Due to the strong market
demand, Vision-Ease increased its polycarbonate manufacturing capacity by
approximately 40% in 1995, after nearly doubling it in both 1994 and 1993. The
Company produces semi-finished glass multi-focal and single-vision lenses at its
St. Cloud facility. The Ft. Lauderdale facility manufactures semi-finished
hard-resin plastic multi-focal (including high-index) and single-vision lenses,
including plastic progressive power multi-focal lenses, and glass progressive
power multi-focal lenses.

In 1994, the Company entered into a strategic supply agreement with a low-cost,
off-shore supplier for mid-range power standard hard-resin plastic lenses.
Under the terms of the supply agreement, Vision-Ease is committed to purchase
approximately $10.7 million dollars of lens over a four year period. This
agreement allows Vision-Ease to focus manufacturing capabilities on higher-
margin products within this segment and to be cost-competitive on mid-range,
lower-margin products.

Over the last three years, the Company has made increasing investments in lens
development work, particularly in poly lens development and other higher margin
products. The result has been the first quarter 1993 introduction of a poly
progressive lens product line and other new poly products, and the introduction
of several new products in 1994, including VersaLite-Registered Trademark- 1.0
(a thin and light single-vision lens). The Company added several new products
during 1995, including VersaLite-Registered Trademark- SunRx-Registered
Trademark- (a premium glare reducing sunglass lens). Vision-Ease will continue
to make significant investments in poly lens development.

Vision-Ease also markets the Optifacts-TM- computer software system. Optifacts-
TM- combines proprietary software and standard major manufacturer computer
hardware for use by optical wholesale laboratories. The Optifacts-TM- software
assists the laboratory in order entry, inventory tracking and related business
functions.

Vision-Ease markets its optical products to more than 600 wholesalers and
retailers in the U.S. and to more than 60 in international markets. No single
customer of Vision-Ease accounted for more than 10% of its or the Company's
total revenues in 1995. Vision-Ease utilizes independent sales representatives
to market its lens products, and the Company advertises in industry
publications. Vision-Ease also maintains an internal sales and marketing
department to coordinate all sales and promotional activities and provide
customer service.

ACQUISITIONS. Vision-Ease made two acquisitions during 1995. In November 1995,
Vision-Ease purchased the assets of Lantz Lenses, Inc. ("Lantz"), a glass multi-
focal lens manufacturer in St. Cloud, Minnesota.

In December 1995, Vision-Ease acquired Optical Manufacturing Supplies Limited
("OMS"), a distributor of lenses in London, England. The Company believes that
the acquisition of Lantz will increase its sales of multi-focal glass products
and the acquisition of OMS will expand its direct distribution of Vision-Ease
products into Europe.

INTELLECTUAL PROPERTY. The Company has several patents protecting certain of
the products and manufacturing processes of its Vision-Ease operations. These
patents have expiration dates ranging from 1998 to 2012. The loss of any
single patent would not have a material adverse effect on the business of the
Company as a whole. The Company believes 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 the Company's competitive position.
At the same time, the Company continues to seek patent protection for its
products and processes on a selective basis. However, there can be no assurance
that any patents obtained will provide substantial protection or be of
commercial value. The Company generally requires its consultants and employees
to agree in writing to maintain the confidentiality of the Company's information
and (within certain limits) to assign to the Company any inventions, and any
patent or other intellectual property rights, relating to the Company's
business.

COMPETITION. Competition in the ophthalmic industry with respect to all of the
products described above is intense, with no one firm dominating the industry.
The principal methods of competition in the industry are product offerings,
pricing, product quality and customer service, particularly with respect to
turnaround time from order to shipment. The Company competes on each of these
methods. Vision-Ease continues to investigate all low-cost manufacturing
opportunities to increase its competitiveness.

SUPPLIES. Vision-Ease has available multiple sources of the raw materials
required to manufacture all of its products, with the exception of the monomer
required in the production of standard hard-resin plastic lenses, which is
available domestically only through Pittsburgh Plate Glass Industries, Inc. and
Akzo Chemie America, the monomer required in the production of high-index
plastic lenses, available only from Daiso, a Japanese company, and photochromic
glass blanks used in producing photochromic glass lenses, which are available
domestically only from Corning Glass. Although the Company's principal
supplier of standard monomer is Akzo Chemie America, the products of
both domestic suppliers are qualified for use in the Company's production
process. Alternate offshore supplies of both standard monomer and photochromic
glass blanks are available in the event of any disruption of supplies from
domestic sources.

BACKLOG AND INVENTORY. Due to the significance to the ophthalmic industry of
rapid turnaround time from order to shipment, the backlog of sales orders is not
material. Due to the large number of stock-keeping units required, there is a
need to maintain a significant amount of inventory in order to satisfy rapid
response time.

ENVIRONMENTAL. As part of its lens manufacturing processes, the Company
utilizes hazardous chemical substances, which must be handled in accordance with
applicable 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. The Company employs systems for
either disposing of such wastes in accordance with applicable laws and
regulations, or recycling the chemicals it utilizes through the manufacturing
process. The wastes and the wastewater treatment systems are monitored by
environmental agencies to assure compliance with applicable standards. The
wastes generated by Vision-Ease operations must be managed and disposed of
properly and the Company retains responsibility for those wastes even after
proper disposal. As of March 22, 1996, the Company is involved in a total of
eight

(8) sites where environmental investigations are occurring and final settlement
has not been reached, of which five (5) relate to the PIP division and three (3)
relate to the Optical Products division. See "Precision Imaged Products --
Environmental" for a discussion of the sites relating to the PIP division.

In addition to the above sites, the Company has continued its site
investigations at its Fort Lauderdale facility. The Company's consultant has
begun testing at the site. Following compilation of all test results, the
Company will submit its recommendations regarding the site to the state
regulatory agency for concurrence. The Company's consultant has indicated that
it is reasonably probable that some type of remediation will be required and has
provided the Company an approximate cost range for that remediation. Based on
the consultant's estimates, and in accordance with generally accepted
accounting principles, the Company has reserved for potential remediation
costs. Because the governmental bodies have not yet identified the full extent
of any remedial actions, it is still impossible at this time to predict the
likely outcome of the Fort Lauderdale matter, as well as the additional eight
sites discussed above, or the Company's exposure if any of these cases are
decided adversely.

It is not currently anticipated that the Company's share of the costs of
environmental remediation activities for any of the sites, including the range
provided by the Company's consultant for the Fort Lauderdale facility, will have
a materially adverse effect on the financial condition of the Company.

Vision-Ease estimates that in 1995 and 1994 it incurred approximately $635,000
and $580,000, respectively, in 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, it estimates that it will make
approximately $71,000 in capital expenditures for environmental control
facilities during 1996.

SEASONALITY. The Company's earnings from Optical Products are generally lower
in the first quarter due to the seasonality of eyeglasses, the end product of
the Company's lenses.

(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.

Financial information about the Company's foreign and domestic operations and
export sales for the three most recent fiscal years is contained on page 38 of
the 1995 Annual Report, and is incorporated herein by reference.

ITEM 2. PROPERTIES

The locations of the Company's principal production facilities are as follows:

Approximate Square
Feet of Space
Location Principal Use (in thousands)
- -------- ------------- --------------

Owned:
St. Cloud, MN Optical Products 94
Mullheim, Germany Precision Imaged Products 173
Cortland, NY Precision Imaged Products 152

Leased:
St. Paul, MN Precision Imaged Products 106
Ft. Lauderdale, FL Optical Products 65
Brooklyn Center, MN Optical Products 49

The Company leases approximately 9,500 square feet in Minneapolis, Minnesota for
its corporate administrative offices. The Company leases approximately 6,000
square feet in Brooklyn Park, Minnesota for the administrative offices of
Vision-Ease. The Company's leases in St. Paul and Brooklyn Center expire in
February 1999 and March 1998, respectively, and its lease in Ft. Lauderdale
expires in November 1996. The Company is not renewing the Ft. Lauderdale lease.
The Company's management is evaluating its options for continuing hard resin
plastic lens production currently conducted at the Ft. Lauderdale facility,
including moving the operation to a more appropriately sized and lower cost
facility.

The Company's existing facilities are fully utilized. The Company began
construction of two new production lines at its Cortland facility in 1995.

ITEM 3. LEGAL PROCEEDINGS

With regard to certain environmental matters, See Item 1(c) "Narrative
Description of Business" 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 the Company is a
party or of which any of its 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 this Report.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, their ages, the year first elected or
appointed as an executive officer and the offices held as of March 22, 1996 are
as follows:

Caption>

Date First
Elected or
Appointed as
an Executive
Name (Age) Officer Title
- ---------- ------------ -----

Paul B. Burke (40) August, 1985 Chairman of the Board, President
and Chief Executive Officer

John L. Gburek (37) August, 1995 Vice President of Corporate
Development

Michael P. Hawks (43) August, 1985 Vice President of Finance and
Administration, Chief Financial
Officer and Secretary

Terry R. Nygaard (47) May, 1993 Vice President of Taxes

Jeffrey L. Wright (33) January, 1996 Corporate Controller

There are no family relationships between or among any of the executive officers
of the Company. Executive officers of the Company 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, there has been no change in the principal occupations
or employment of the executive officers of the Company during the past five
years.

Mr. Burke is also a director of the Company. Mr. Burke joined the Company 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, Fort Lauderdale Operations of the Company's Vision-Ease Lens division
and in May, 1989, he was appointed President of Vision-Ease Lens. In May, 1991,
Mr. Burke was elected President and Chief Operating Officer of the Company, and
in July, 1991, he became President and Chief Executive Officer. Mr. Burke was
appointed Chairman of the Board in May, 1995.

Mr. Gburek joined the Company in January, 1993 as Vice President/General Manager
of Buckbee-Mears St. Paul. In August, 1995, he was appointed Vice President of
Corporate Development. Prior to joining the Company, Mr. Gburek served as
Director, Manufacturing Operations, LTV Aerospace and Defense Co., a subsidiary
of LTV Corporation.

Mr. Hawks joined the Company in October, 1983 as Assistant Corporate Controller
and became Corporate Controller in August, 1985. In May, 1993, Mr. Hawks became
Treasurer and Secretary of the Company and in August, 1995, he became Vice
President of Finance and Administration, Chief Financial Officer and Secretary.

Mr. Nygaard joined the Company in July, 1984 as Director of Taxes and became
Corporate Controller in May, 1993. Mr. Nygaard was appointed Vice President of
Taxes in January, 1996.

Mr. Wright joined the Company in January, 1996. From February, 1993 to January,
1996, he served in several capacities with Employee Benefit Plans, Inc., most
recently as Vice President and Treasurer. Prior to February, 1993, Mr. Wright
worked in several audit and business advisory positions with Arthur Andersen,
L.L.P.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

"Price Range of Common Stock" on page 41 of the 1995 Annual Report is
incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

"Historical Financial Summary" on page 22 of the 1995 Annual Report 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 23-26 of the 1995 Annual
Report is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated financial statements and related notes on pages 27-
39 and the Report of its Independent Auditors on page 40 of the 1995
Annual Report are incorporated herein by reference, as is the unaudited
information under the caption "Selected Quarterly Data" on page 42.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not Applicable.

PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

(a) DIRECTORS OF THE REGISTRANT

The information under the caption "Election of Directors" on
pages 2-5 of the 1996 Proxy Statement is incorporated herein by reference.

(b) EXECUTIVE OFFICERS OF THE REGISTRANT

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

The information under the caption "Section 16 Compliance" on page 16 of the
1996 Proxy Statement is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information contained under the caption "Executive Compensation" on pages
7-9 and "Election of Directors - Information About the Board and Its
Committees" on pages 3-4 of the 1996 Proxy Statement 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 5-6 of the 1996 Proxy Statement is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained under the caption "Certain Transactions" on pages 15-
16 of the 1996 Proxy Statement 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 the Registrant's 1995 Annual Report:

Consolidated Financial Statements: Page:
---------------------------------- -----

Consolidated Statements of Earnings for the Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . 27

Consolidated Balance Sheets, December 31, 1995 and 1994. . . . . 28

Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . 29

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . 30

Notes to Consolidated Financial Statements . . . . . . . . . . . 31-39

Report of Independent Auditors . . . . . . . . . . . . . . . . . 40

2. FINANCIAL STATEMENT SCHEDULE:

The selected quarterly financial data (unaudited) included under the
caption "Selected Quarterly Data" on page 42 of the 1995 Annual
Report is incorporated herein by reference.

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

Consent of Independent Auditors (filed as Exhibit 23.1 to this Form
10-K)

Supplemental Schedule: Page:
---------------------- -----
II - Valuation and Qualifying Accounts 16

Schedules other than the one listed above are omitted because of the
absence of the conditions under which they are required or because the
information required is included in the consolidated financial
statements or the notes thereto.

3. EXHIBITS:

Reference is made to the Exhibit Index hereinafter contained on pages
18-23 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 stockholder of
the Company as of March 1, 1996, upon receipt from any such person of
a written request for any such exhibit. Such request should be sent
to Investor Relations Department, BMC Industries, Inc., Two Appletree
Square, Minneapolis, Minnesota 55425.

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) 1995 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, 1994 (File No. 1-8467)).

c) 1996 Management Incentive Bonus Plan Summary (filed herewith as
Exhibit 10.3).

d) Interest Rate Supplement Program (incorporated by reference to
written description thereof on page 10 of the Company's Proxy
Statement dated March 22, 1991 (File No. 1-8467)).

e) Revised Executive Expense Policy (effective as of January 1,
1993) (incorporated by reference to Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991
(File No. 1-8467)).

f) BMC Industries, Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1988
(File No. 1-8467)).

g) First and Second Declaration of Amendment, effective March 15,
1991 and June 3, 1991, respectively, to BMC Industries, Inc.
Supplemental Executive Retirement Plan (incorporated by reference
to Exhibit 10.9 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991 (File No. 1-8467)).

h) Third Declaration of Amendment, effective as of January 1, 1992,
to BMC Industries, Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992
(File No. 1-8467)).

i) Fourth Declaration of Amendment, effective as of June 30, 1992,
to BMC Industries, Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992
(File No. 1-8467)).

j) BMC Industries, Inc. Profit Sharing Plan 1994 Revision, as
amended (incorporated by reference to Exhibit 10.10 of the
Company's Annual Report on Form 10-K for the year ended December
31, 1994 (File No. 1-8467)).

k) BMC Industries, Inc. Savings Plan 1994 Revision, as amended
(incorporated by reference to Exhibit 10.11 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1994
(File No. 1-8467)).

l) Directors' Deferred Compensation Plan (incorporated by reference
to Exhibit 10.16 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1984 (File No. 1-8467)).

m) Form of Change of Control Agreement entered into between the
Company and Messrs. Burke, Kerr, Hawks and Nygaard (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)).

n) Change of Control Agreement Entered into between the Company and
Mr. Gburek (filed herewith as Exhibit 10.32).

o) 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)).

p) BMC Stock Option Exercise Loan Program, as revised December 14,
1994 (incorporated herein by reference to Exhibit 10.15 of the
Company's Annual Report on Form 10-K for the year ended December
31, 1994 (File No. 1-8467)).

q) BMC Industries, Inc. Benefit Equalization Plan (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993 (File No. 1-8467)).

(b) REPORTS ON FORM 8-K

The Company did not file any reports on Form 8-K during the quarter ended
December 31, 1995.

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)

Additions
Balance Charged to Balance
Beginning Costs and Translation at End of
of Year Expenses Deductions Adjustment Year
- -----------------------------------------------------------------------------------------------------------

1995
- -----------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts $ 1,461 $ 1,206 $ 823 $ 19 $ 1,863
- -----------------------------------------------------------------------------------------------------------
Allowance for merchandise
returns 563 1,580 1,394 $ 24 773
- -----------------------------------------------------------------------------------------------------------
$ 2,024 $ 2,786 $ 2,217 $ 43 $ 2,636
- -----------------------------------------------------------------------------------------------------------
Inventory reserves $ 2,998 $ 1,068 $ 296 $ 45 $ 3,815
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------
1994
- -----------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts $ 1,493 $ 800 $ 877 $ 45 $ 1,461
- -----------------------------------------------------------------------------------------------------------
Allowance for merchandise
returns
627 974 1,068 30 563
- -----------------------------------------------------------------------------------------------------------
$ 2,120 $ 1,774 $ 1,945 $ 75 $ 2,024
- -----------------------------------------------------------------------------------------------------------
Inventory reserves $ 3,238 $ 790 $ 1,131 $ 101 $ 2,998
- -----------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------
1993
- -----------------------------------------------------------------------------------------------------------
Allowance for doubtful
accounts $ 1,424 $ 788 $ 684 $ (35) $ 1,493
- -----------------------------------------------------------------------------------------------------------
Allowance for merchandise
returns
578 1,018 953 (16) 627
- -----------------------------------------------------------------------------------------------------------
$ 2,002 $ 1,806 $ 1,637 $ (51) $ 2,120
- -----------------------------------------------------------------------------------------------------------
Inventory reserves $ 4,234 $ 916 $ 1,815 $ (97) $ 3,238
- -----------------------------------------------------------------------------------------------------------

SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on
March 29, 1996, on its behalf by the undersigned, thereunto duly authorized.

BMC INDUSTRIES, INC.

By /s/ Michael P. Hawks
-----------------------
Michael P. Hawks
Vice President of Finance and
Administration, Chief Financial
Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below on March 29, 1996, by the following persons on behalf of
the Registrant and in the capacities indicated.

Signature Title

/s/ Paul B. Burke Chairman of the Board, President
- ------------------------------------ and Chief Executive Officer
Paul B. Burke (Principal Executive Officer)

/s/ Michael P. Hawks Vice President of Finance and
- ------------------------------------ Administration, Chief
Michael P. Hawks Financial Officer and Secretary
(Principal Financial Officer)

/s/ Jeffrey L. Wright Corporate Controller (Principal
- ------------------------------------ Accounting Officer)
Jeffrey L. Wright

/s/ Lyle D. Altman Director
- ------------------------------------
Lyle D. Altman

/s/ John W. Castro Director
- ------------------------------------
John W. Castro

/s/ Joe E. Davis Director
- ------------------------------------
Joe E. Davis

/s/ Harry A. Hammerly Director
- ------------------------------------
Harry A. Hammerly

/s/ S. Walter Richey Director
- ------------------------------------
S. Walter Richey

/s/ Richard A. Swalin Director
- ------------------------------------
Richard A. Swalin

BMC Industries, Inc.
Exhibit Index to Annual Report on Form 10-K
For the Year Ended December 31, 1995

Exhibit No. Exhibit Method of Filing
- ----------- ------- ----------------

3.1 Second Restated Incorporated by reference
Articles of to Exhibit 3.1 to the
Incorporation of the Company's Annual Report
Company, as amended. on Form 10-K for the year
ended December 31, 1994
(File No. 1-8467).

3.2 Amendment to the Incorporated by reference
Second Restated to Exhibit 3.2 to the
Articles of Company's Annual Report
Incorporation, on Form 10-K for the year
dated May 8, 1995. ended December 31, 1994
(File No. 1-8467).

3.3 Amendment to the Incorporated by reference
Second Restated to Exhibit 3.1 to the
Articles of Company's quarterly
Incorporation, dated report on Form 10-Q for
October 30, 1995. the quarter ended
September 30, 1995 (File
No. 1-8467).

3.4 Restated Bylaws of Incorporated by reference
the Company, as to Exhibit 3.4 to the
amended. Company's Annual Report
on Form 10-K for the year
ended December 31, 1994
(File No. 1-8467).

4.1 Specimen Form of the Incorporated by reference
Company's Common to Exhibit 4.3 to the
Stock Certificate. Company's Registration
Statement on Form S-2
(File No. 2-83809).

10.1 1984 Omnibus Stock Incorporated by reference
Program, as amended to Exhibit 10.1 to the
effective December Company's Annual Report
19, 1989. on Form 10-K for the year
ended December 31, 1989
(File No. 1-8467).

10.2 1995 Management Incorporated by reference
Incentive Bonus Plan to Exhibit 10.3 to the
Summary. Company's Annual Report
on Form 10-K for the year
ended December 31, 1994
(File No. 1-8467).

10.3 1996 Management Filed electronically.
Incentive Bonus Plan
Summary.

10.4 Interest Rate Incorporated by reference
Supplement Program. to written description
thereof on page 10 of the
Company's Proxy Statement
dated March 22, 1991
(File No. 1-8467).

10.5 Revised Executive Incorporated by reference
Expense Policy to Exhibit 10.7 to the
(effective as of Company's Annual Report
January 1, 1993). on Form 10-K for the year
ended December 31, 1991
(File No. 1-8467).

10.6 BMC Industries, Inc. Incorporated by reference
Supplemental to Exhibit 10.10 to the
Executive Retirement Company's Annual Report
Plan. on Form 10-K for the year
ended December 31, 1988
(File No. 1-8467).

10.7 First and Second Incorporated by reference
Declaration of to Exhibit 10.9 to the
Amendment, effective Company's Annual Report
March 15, 1991 and on Form 10-K for the year
June 3, 1991, ended December 31, 1991
respectively, to BMC (File No. 1-8467).
Industries, Inc.
Supplemental
Executive Retirement
Plan.

10.8 Third Declaration of Incorporated by reference
Amendment, effective to Exhibit 10.9 to the
as of January 1, Company's Annual Report
1992, to BMC on Form 10-K for the year
Industries, Inc. ended December 31, 1992
Supplemental (File No. 1-8467).
Executive Retirement
Plan.

10.9 Fourth Declaration Incorporated by reference
of Amendment, to Exhibit 10.10 to the
effective as of June Company's Annual Report
30, 1992, to BMC on Form 10-K for the year
Industries, Inc. ended December 31, 1992
Supplemental (File No. 1-8467).
Executive Retirement
Plan.

10.10 BMC Industries, Inc. Incorporated by reference
Profit Sharing Plan to Exhibit 10.10 to the
1994 Revision, as Company's Annual Report
amended. on Form 10-K for the year
ended December 31, 1994
(File No. 1-8467).

10.11 BMC Industries, Inc. Incorporated by reference to
Savings Plan 1994 Exhibit 10.11 to the Company's
Revision, as amended. Annual Report on Form 10-K for
the year ended December 31, 1994
(File No. 1-8467).

10.12 Directors' Deferred Incorporated by reference
Compensation Plan. to Exhibit 10.16 to the
Company's Annual Report
on Form 10-K for the year
ended December 31, 1984
(File No. 1-8467).

10.13 1994 Stock Incentive Incorporated by reference to
Plan. Exhibit 10.12 to the Company's
Annual Report on Form 10-K for
the year ended December 31, 1993
(File No. 1-8467).

10.14 BMC Stock Option Incorporated by reference
Exercise Loan to Exhibit 10.15 to the
Program, as revised Company's Annual Report
December 14, 1994. on Form 10-K for the year
ended December 31, 1994
(File No. 1-8467).

10.15 BMC Industries, Inc. Incorporated by reference
Benefit Equalization to Exhibit 10.14 to the
Plan. Company's Annual Report
on Form 10-K for the year
ended December 31, 1993
(File No. 1-8467).

10.16 Lease Agreement, Incorporated by reference
dated November 20, to Exhibit 10.9 to the
1978, between Company's Registration
Control Data Statement on Form S-2
Corporation and the (File No. 2-79667).
Company.

10.17 Amendment to Lease Incorporated by reference
Agreement, dated to Exhibit 10.24 to the
December 27, 1983, Company's Annual Report
between Control Data on Form 10-K for the year
Corporation and the ended December 31, 1983
Company. (File No. 1-8467).

10.18 Amendment to Lease Incorporated by reference
Agreement, dated to Exhibit 10.15 to the
April 9, 1986, Company's Annual Report
between Control Data on Form 10-K for the year
Corporation and the ended December 31, 1987
Company. (File No. 1-8467).

10.19 Amendment to Lease Incorporated by reference
Agreement, dated to Exhibit 10.14 to the
April 12, 1989, Company's Annual Report
between GMT on Form 10-K for the year
Corporation as ended December 31, 1989
successor in (File No. 1-8467).
interest to Control
Data Corporation)
and the Company.

10.20 Amendment to Lease Incorporated by reference
Agreement, dated to Exhibit 10.15 to the
March 19, 1990, Company's Annual Report
between GMT on Form 10-K for the year
Corporation and the ended December 31, 1989
Company. (File No. 1-8467).

10.21 Amendment to Lease Incorporated by reference
Agreement, dated May to Exhibit 10.20 to the
17, 1993, between Company's Annual Report
GMT Corporation and on Form 10-K for the year
the Company. ended December 31, 1993
(File No. 1-8467).

10.22 Amendment of Lease, Incorporated by reference
dated April 6, 1994 to Exhibit 10.23 to the
by and between GMT Company's Annual Report
Corporation and the on Form 10-K for the year
Company. ended December 31, 1994
(File No. 1-8467).

10.23 Waiver of Condition Incorporated by reference
Precedent, dated to Exhibit 10.24 to the
July 29, 1994, by Company's Annual Report
and between GMT on Form 10-K for the year
Corporation and the ended December 31, 1994
Company. (File No. 1-8467).

10.24 Lease Agreement, Incorporated by reference
dated June 25, 1987, to Exhibit 10.17 to the
between ATS II Company's Annual Report
Associates Limited on Form 10-K for the year
Partnership and the ended December 31, 1987
Company. (File No. 1-8467).

10.25 Amendment to Lease Incorporated by reference
Agreement, dated to Exhibit 10.19 to the
December 4, 1992, by Company's Annual Report
and between ATS II on Form 10-K for the year
Associates Limited ended December 31, 1992
Partnership and the (File No. 1-8467).
Company.

10.26 Amendment to Lease, Incorporated by reference
dated December 7, to Exhibit 10.27 to the
1994, by and between Company's Annual Report
ATS II Associates on Form 10-K for the year
Limited Partnership ended December 31, 1994
and the Company. (File No. 1-8467).

10.27 Amendment to Lease, Incorporated by reference
dated February 16, to Exhibit 10.28 to the
1995, by and between Company's Annual Report
ATS II Associates on Form 10-K for the year
Limited Partnership ended December 31, 1994
and the Company. (File No. 1-8467).

10.28 Lease Agreement, Incorporated by reference
dated December 8, to Exhibit 10.32 to the
1983, between ARI Company's Annual Report
Limited Partnership on Form 10-K for the year
and the Company. ended December 31, 1983
(File No. 1-8467).

10.29 Lease, dated January Incorporated by reference
26, 1994, by and to Exhibit 10.24 to the
between 7100 Company's Annual Report
Northland Circle and on Form 10-K for the year
the Company. ended December 31, 1993
(File No. 1-8467).

10.30 Second Amendment to Incorporated by reference
Lease, dated October to Exhibit 10.31 to the
14, 1994, by and Company's Annual Report
between Lutheran on Form 10-K for the year
Brotherhood and the ended December 31, 1994
Company. (File No. 1-8467).

10.31 Form of Change of Incorporated by reference
Control Agreement to Exhibit 10.31 to the
entered into between Company's Annual Report
the Company and on Form 10-K for the year
Messrs. Burke, Kerr ended December 31, 1991
and Hawks and (File No. 1-8467).
Nygaard.

10.32 Change of Control Filed electronically.
Agreement entered
into between the
Company and Mr.
Gburek.

10.33 Credit Agreement, Incorporated by reference
dated September 30, to Exhibit 10.33 to the
1994, by and between Company's Annual Report
The First National on Form 10-K for the year
Bank of Chicago and ended December 31, 1994
the Company. (File No. 1-8467).

10.34 Credit Agreement, Incorporated by reference
dated September 30, to Exhibit 10.34 to the
1994, by and between Company's Annual Report
Norwest Bank on Form 10-K for the year
Minnesota, National ended December 31, 1994
Association and the (File No. 1-8467).
Company.

10.35 Credit Agreement, Incorporated by reference
dated September 30, to Exhibit 10.35 to the
1994, by and between Company's Annual Report
NBD Bank, N.A. and on Form 10-K for the year
the Company. ended December 31, 1994
(File No. 1-8467).

10.36 Product Incorporated by reference
Manufacturing and to Exhibit 10.36 to the
Sales Agreement, Company's Annual Report
dated October 17, on Form 10-K for the year
1994, between ended December 31, 1994
Polycore Optical, (File No. 1-8467).
PTE. Ltd. and
Vision-Ease, a unit
of the Company,
without exhibits.

13.1 Portions of the Filed electronically.
Company's 1995
Annual Report to
Stockholders
incorporated herein
by reference in this
Annual Report on
Form 10-K.

21.1 Subsidiaries of the Filed electronically.
Registrant.

23.1 Consent of Ernst & Filed electronically.
Young LLP,
Independent
Auditors.

27.1 Financial Data Filed electronically.
Schedule

99.1 Press Release, dated Filed electronically.
November 20, 1995.

99.2 Press Release, dated Filed electronically.
December 8, 1995.

99.3 Press Release, dated Filed electronically.
January 25, 1996.

99.4 Press Release, dated Filed electronically.
February 15, 1996.

99.5 Press Release, dated Filed electronically.
March 8, 1996