AMENDMENT NO. 2
                              1994 STOCK INCENTIVE PLAN
                                           


Effective August 8, 1997, Section 6.7(d) of the BMC Industries, Inc. 1994 
Stock Incentive Plan shall be amended in its entirety as follows and shall 
apply to all future and currently outstanding Options granted to Non-Employee 
Directors:


6.  OPTIONS.

    7    AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.

         (d)  EFFECT OF TERMINATION OF DIRECTORSHIP.  In the event a 
              Non-Employee Director's service as a director of the Company is 
              terminated for any reason other than death, Disability or 
              Retirement, all such Options then held by the Non-Employee 
              Director will continue to become exercisable and expire in 
              accordance with their terms. In the event a Non-Employee 
              Director's service as a director of the Company is terminated 
              due to death, Disability or Retirement in accordance with the 
              Board's then current Retirement policy, all Options then held 
              by the Non-Employee Director will become immediately 
              exercisable in full and will expire in accordance with their 
              terms. Such Options will not be subject to the termination 
              provisions of Section 11 of the Plan.


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