UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ]  Preliminary proxy statement
[ ]  Confidential, For Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                            COLE NATIONAL CORPORATION
                (Name of Registrant as Specified in Its Charter)

                                       N/A
            (Name of Person(s) Filing Proxy Statement, if Other Than Registrant)


Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:


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(2) Aggregate number of securities to which transaction applies:


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(3) Per unit price or other underlying value of transaction computed
    pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
    the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:


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(5) Total fee paid:


[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
   0-11(a)(2) and identify the filing for which the offsetting fee was paid
   previously. Identify the previous filing by registration statement number, or
   the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:




     This filing may contain "forward looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. Such statements involve risks,
uncertainties and other factors that could cause actual results to differ
materially from those which are anticipated. Such risks and uncertainties
include, but are not limited to, risks that the merger will not be completed;
risks that regulatory or stockholder approval may not be obtained; legislative
or regulatory developments that could have the effect of delaying or preventing
the merger; uncertainty as to the timing of obtaining regulatory approvals;
fluctuations in exchange rates; economic and weather factors affecting consumer
spending; the ability to successfully introduce and market new products; the
ability to effectively integrate recently acquired businesses; the ability to
successfully launch initiatives to increase sales and reduce costs; the
availability of correction alternatives to prescription eyeglasses; risks
associated with potential adverse consequences of last year's restatement of
Cole National's financial statements, including those resulting from litigation
or government investigations; restrictions or curtailment of Cole National's
credit facility and other credit situations; costs and other effects associated
with the California litigation; the expiration, amendment or renewal of Cole
National's agreement with Target Corporation; the seasonality of Cole National's
business, including the results of Things Remembered, which is highly dependent
on the fourth quarter holiday season; Cole National's relationships with host
stores and franchisees; and other political, economic and technological factors
and other risks referred to in the respective companies' filings with the
Securities and Exchange Commission. These forward-looking statements are made as
of the date hereof, and neither Luxottica nor Cole National assumes any
obligation to update them.

     Cole National has filed a preliminary proxy statement and will file a
definitive proxy statement and other relevant documents concerning the proposed
merger with the Securities and Exchange Commission. Its stockholders are urged
to read the definitive proxy statement when it becomes available, because it
will contain important information. Stockholders may obtain, free of charge, a
copy of the definitive proxy statement (when it is available) and other
documents filed by Cole National with the Securities and Exchange Commission at
the Securities and Exchange Commission's website, www.sec.gov. In addition,
documents filed with the Securities and Exchange Commission by Cole National
will be available free of charge from the company.

     Cole National and its directors and executive officers and certain other of
its employees may be soliciting proxies from stockholders of Cole National in
favor of the proposed transaction. Information concerning the participants in
the proxy solicitation will be set forth in the proxy statement when it is filed
with the Securities and Exchange Commission.





The following is a press release issued by Cole National on March 2, 2004:


[COLE NATIONAL LOGO]                                          PRESS RELEASE

                                                           FOR IMMEDIATE RELEASE


1925 Enterprise Parkway                             Listed on New York Exchange
Twinsburg, Ohio 44087                               Symbol "CNJ"
(330) 486-3100                                      Contact: Joseph Gaglioti


                    COLE NATIONAL CORPORATION SETS APRIL 20TH
                  FOR SPECIAL MEETING OF STOCKHOLDERS TO VOTE
                       ON MERGER AGREEMENT WITH LUXOTTICA


     CLEVELAND, OHIO, MARCH 2, 2004 - Cole National Corporation (NYSE: CNJ)
today announced that it has scheduled a special meeting of stockholders for
April 20, 2004 to consider and vote on the approval of the merger agreement with
Luxottica Group S.p.A. As previously announced on January 26, 2004, Cole
National and Luxottica have entered into a merger agreement pursuant to which
Cole National would become a subsidiary of Luxottica, and Cole National
stockholders would receive $22.50 in cash for each of their shares. Stockholders
of record of Cole National as of March 12, 2004 will be entitled to vote on the
transaction. Cole National plans to mail definitive proxy material to its
stockholders relating to the Special Meeting on or about March 17, 2004.

     The merger is subject to approval by the holders of a majority of the
outstanding shares of Cole National common stock and the satisfaction of other
customary conditions, including compliance with applicable antitrust clearance
requirements. On February 27, 2004, Cole National and Luxottica filed pre-merger
notifications with the U.S. antitrust authorities pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The merger is expected to
close in the second half of 2004.

ABOUT COLE NATIONAL
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     Cole National Corporation's vision business, together with Pearle
franchisees, has 2,197 locations in the U.S., Canada, Puerto Rico and the Virgin
Islands and includes Cole Managed Vision, one of the largest managed vision care
benefit providers with multiple



provider panels and nearly 20,000 practitioners. Cole's personalized gift
business, Things Remembered, serves customers through 728 locations nationwide,
catalogs, and the Internet at www.thingsremembered.com. Cole also has a 21%
interest in Pearle Europe, which has 1,480 optical stores in Austria, Belgium,
Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands,
Poland, Portugal, Russia and Sweden.

     Cole National filed a preliminary proxy statement containing information
about the proposed merger with the United States Securities and Exchange
Commission (the "SEC") on February 20, 2004. Its stockholders are urged to read
the definitive proxy statement when it becomes available, because it will
contain important information. Stockholders may obtain, free of charge, a copy
of the definitive proxy statement (when it is available) and other documents
filed by Cole National with the SEC at the SEC's website, www.sec.gov. In
addition, documents filed with the SEC by Cole National will be available free
of charge from the company.

     Cole National and its directors and executive officers and certain other of
its employees may be soliciting proxies from stockholders of Cole National in
favor of the proposed transaction. Information concerning the participants in
the proxy solicitation is set forth in the preliminary proxy statement as filed
with the SEC.

SAFE HARBOR STATEMENT

     Certain statements in this press release may constitute "forward looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Such statements involve risks, uncertainties and other factors that could cause
actual results to differ materially from those which are anticipated. Such risks
and uncertainties include, but are not limited to, risks that the merger will
not be completed, risks that regulatory or stockholder approval may not be
obtained, legislative or regulatory developments that could have the effect of
delaying or preventing the merger, uncertainty as to the timing of obtaining
regulatory approvals, as well as other risks referred to in Cole National's
filings with the Securities and Exchange Commission. These forward-looking
statements are made as of the date hereof, and Cole National assumes no
obligation to update them.


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