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

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                              EXCHANGE ACT OF 1934

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

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


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The following is a press release issued by Cole National on July 19, 2004:


[Cole National Logo]                                    PRESS RELEASE
                                                           For Immediate Release

1925 Enterprise Parkway                          Listed on New York Exchange
Twinsburg, Ohio 44087                            Symbol "CNJ"

CONTACT:
COLE NATIONAL CORPORATION                   OR KEKST AND COMPANY
JOSEPH GAGLIOTI                             VICTORIA WELD/RUTH PACHMAN
330-486-3100                                212-521-4800

ISS RECOMMENDS COLE NATIONAL STOCKHOLDERS VOTE FOR MERGER WITH LUXOTTICA GROUP

      o   Cole National also announces completion of required FTC submissions

     CLEVELAND, July 19, 2004 -- Cole National Corporation (NYSE: CNJ) today
     released the following comment on the reaffirmed recommendation by
     Institutional Shareholder Services Inc (ISS) - the nation's leading
     independent proxy advisory firm - that Cole National stockholders should
     vote to approve the proposed merger with Luxottica Group S.p.A.

     "ISS' continued support confirms the Cole National board's determination
     that the merger offers the best value to our stockholders," said Larry
     Pollock, Chief Executive Officer of Cole National.

     Under the terms of an amendment to the merger agreement dated July 14,
     2004, if the transaction is approved at the July 22 reconvened annual
     meeting, Cole National stockholders will receive $27.50 per share in cash,
     plus an additional amount equal to 4% per annum from July 22, 2004 through
     the closing date of the merger, upon completion of the transaction.

     Mr. Pollock added, "Cole National is pleased that the Luxottica transaction
     continues to receive the support of ISS. We believe their recommendation
     affirms the thoroughness of the evaluation process undertaken by the
     directors of Cole National over the last year. Our board of directors
     believes that the Luxottica transaction is in the best interests of our
     stockholders, and we encourage our stockholders to vote promptly in order
     to secure the increased merger consideration."

     Cole National also announced that both Cole National and Luxottica have now
     completed the required information submissions and submitted the related
     certifications to the Federal Trade Commission (FTC). As previously
     announced, the parties have committed to the FTC not to close the
     transaction before September 30, 2004, without the FTC's consent.





     To expedite proxy voting for the meeting, most shareholders have the
     ability to vote using the telephone or the internet. Cole National
     encourages shareholders to take advantage of these electronic methods of
     voting to ensure your vote is received by the July 22 meeting date. Please
     check your proxy card or voting form and follow the instructions for
     electronic voting if provided. Shareholders needing help executing their
     proxy, please contact Morrow & Co., Inc. at 800-654-2468. Shareholders can
     also call MacKenzie Partners, Inc. at 800-322-2885.

     Additional information relating to the amended Luxottica merger agreement
     and the factors considered by the Cole National Board of Directors in its
     approval of the amendment to the Luxottica merger agreement are set forth
     in the supplement to Cole National's proxy statement that Cole National
     filed on July 15, 2004 with the Securities and Exchange Commission and
     mailed on that date to Cole National stockholders of record as of May 21,
     2004. The supplement should be read in conjunction with the June 4, 2004
     proxy statement which was first mailed to stockholders on or about June 7,
     2004.

     ABOUT COLE NATIONAL

     Cole National Corporation's vision business, together with Pearle
     franchisees, has 2,178 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 727 locations nationwide, catalogs, and the
     Internet at www.thingsremembered.com. Cole also has a 21% interest in
     Pearle Europe, which has 1,496 optical stores in Austria, Belgium, Denmark,
     Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland,
     Portugal and Sweden.

     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 Luxottica merger will not be completed, risks that
     stockholder approval may not be obtained for the Luxottica merger,
     legislative or regulatory developments that could have the effect of
     delaying or preventing the Luxottica merger, 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, as well
     as other political, economic and technological factors and other risks
     referred to in their filings with the Securities and Exchange Commission.
     These forward-looking statements are made as of the date hereof, and
     Luxottica and Cole National do not assume any obligation to update them.


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