EXHIBIT 10.1

                              BMC INDUSTRIES, INC.
                         SAVINGS AND PROFIT SHARING PLAN

                         THIRD 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 the Plan in the manner described below.

1.       Section 12.18(a) is amended to read as follows:

         (a)      The "Eligible Earnings" of a Participant from a Participating
                  Employer for any Plan Year for purposes of Before-Tax
                  Contributions, After-Tax Contributions and Matching
                  Contributions is the sum of all remuneration paid to the
                  Participant by the Participating Employer for the portion of a
                  Plan Year in which he or she is an Active Participant that is
                  reportable in the "wages, tips, other compensation" box of
                  Internal Revenue Form W-2, increased by amounts that are
                  deferred under Section 3.1 as Before-Tax Contributions and
                  amounts by which a Participant's compensation from the
                  Participating Employer for such portion of the Plan Year is
                  reduced under a Code section 125 cafeteria plan. To the extent
                  otherwise included, Eligible Earnings are determined under
                  this clause (a) by excluding the amount of any imputed income
                  of the Participant with respect to the portion of the Plan
                  Year in which he or she is an Active Participant, severance
                  pay of any kind or nature, tuition aid, relocation
                  reimbursement, payments made pursuant to the BMC Industries,
                  Inc. Long-Term Incentive Plan or amounts attributable to a
                  stock incentive award (including, but not limited to stock
                  options, stock appreciation rights, restricted stock,
                  performance units or stock bonuses).

2.       Section 12.18(b) is amended to read as follows:

         (b)      The "Eligible Earnings" of a Participant from a Participating
                  Employer for any Plan Year for the purpose of Profit Sharing
                  Contributions is:

                  (i)      for non-sales personnel --

                           the Participant's annual base salary or wages paid to
                           the Participant by the Participating Employer during
                           the Plan Year, including shift premium, increased by
                           amounts paid to the Participant by the Participating
                           Employer during the Plan Year for time in excess of
                           straight time but disregarding the portion of such
                           amounts, if any, representing a premium over straight
                           time rates, and

                  (ii)     for sales personnel --

                           the greater of (A) the Participant's annual base
                           salary paid by the Participating Employer during the
                           Plan Year, or (B) the lesser of



                           (1) the Participant's annual base salary plus
                           commissions paid by the Participating Employer
                           during the Plan Year or (2) $60,000.

                  To the extent otherwise included, Eligible Earnings are
                  determined under this clause (b) by excluding severance pay of
                  any kind or nature, tuition aid, relocation reimbursement,
                  payments made pursuant to the BMC Industries, Inc. Long-Term
                  Incentive Plan or amounts attributable to a stock incentive
                  award (including, but not limited to stock options, stock
                  appreciation rights, restricted stock, performance units or
                  stock bonuses).

3.       The foregoing amendment is effective as of July 1, 1999.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed
this 7th day of July, 1999.



                                       BMC INDUSTRIES, INC.


Attest: /s/ Jon A. Dobson              By:  /s/ Stefan Peterson
        ---------------------------       --------------------------------------
        Secretary                      Director of Compensation, Benefits & HRIS