EXHIBIT 10.1

                                 AMENDMENT NO. 1
                                     TO THE
                              BMC INDUSTRIES, INC.
                 RESTATED AND AMENDED 1994 STOCK INCENTIVE PLAN

                  Effective August 3, 2000, the BMC Industries, Inc. Restated
and Amended 1994 Stock Incentive Plan (the "1994 Plan") shall be amended as
follows:

         Section 8.1 of the 1994 Plan is amended to include the following
additional clause at the end of the second to last sentence of such Section:

         "; provided that any restriction or condition based solely on years of
         service shall be for at least a period of three years and any
         restriction or condition based on performance shall be for at least a
         period of one year."

         Section 18 of the 1994 Plan is amended to include the additional clause
at the end of the first sentence of such Section:

         "; provided that no change shall be made that increases the total
         number of shares of Common Stock reserved for issuance pursuant to
         Options granted under the Plan (except pursuant to Section 3.3(b), 4.3
         and 13 of the Plan), materially modifies the requirements as to
         eligibility for participation under the Plan, or materially increases
         the benefits accruing to participants under the Plan, including the
         repricing of any previously granted Options, cancellation of
         outstanding Options with subsequent replacement or regrant of Options
         with lower exercise prices, unless such change is authorized by
         shareholders of the Company."