EXHIBIT 10.3

                              BMC INDUSTRIES, INC.
                         SAVINGS AND PROFIT SHARING PLAN

                         SECOND DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 11.2 of the BMC
Industries, Inc. Savings and Profit Sharing Plan, the undersigned hereby amends
Section 5.4(b)(ii) of the Plan to read as follows:

     (ii) Not more than once each calendar quarter, a Participant who is an
          Employee and is not eligible to make directions pursuant to Subsection
          (b)(i) may elect to transfer up to 25 percent of his or her Matching
          Contribution Account from the BMC Common Stock Fund to one or more of
          the investment funds maintained pursuant to Section 5.1 other than the
          BMC Common Stock Fund. A Participant may only make an election
          pursuant to this Subsection (b)(ii) if the portion of the
          Participant's Matching Contribution Account invested in the BMC Common
          Stock Fund equals or exceeds 20 percent of the aggregate balance of
          the Participant's Before-Tax Contribution Account, Matching
          Contribution Account, After-Tax Contribution Account and Rollover
          Account. The election must be made in accordance with and is subject
          to Plan Rules and will be effective as soon as administratively
          practicable after it is received by the Administrator or the
          Administrator's designate. All Matching Contributions credited to the
          Participant's Matching Contribution Account after the effective date
          of such direction will continue to be invested pursuant to Subsection
          (a).

The foregoing amendment is effective as of September 1, 1998.

IN WITNESS WHEREOF the undersigned has caused this instrument to be executed
this 26th day of April, 1999.

                                          BMC INDUSTRIES, INC.


Attest:/s/ JON A. DOBSON               By /s/ STEFAN K. PETERSON
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        Secretary                      Director of Compensation, Benefits & HRIS