S-8

TABLE OF CONTENTS

Exhibit 5.1

Exhibit 23.1

Exhibit 24.1

Exhibit 24.2

As filed with the Securities and Exchange Commission on January 18, 2001

Registration No. 333-

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

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COLE NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)	34-1453189 (I.R.S. Employer identification No.)

5915 Landerbrook Drive, Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)

COLE NATIONAL CORPORATION
1999 BROAD-BASED EMPLOYEE STOCK OPTION PLAN

NONQUALIFIED STOCK OPTION AGREEMENT
DATED JANUARY 18, 2000

(Full Titles of the Plans)

Leslie D. Dunn, Senior Vice President,
Business Development, General Counsel and Secretary
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(Name and Address of Agent For Service)

(440) 449-4100
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of		Proposed			Proposed
Securities to	Amount to Be	Maximum Offering			Maximum Aggregate			Amount of
Be Registered	Registered	Price Per Share (1)			Offering Price (1)			Registration Fee
Common Stock, par value $.001 per share (2)	662,500 shares(3)		$9.219			$6,107,588			$1,527
Preferred Share Purchase Rights	662,500 rights(4)		—	(4)		—	(4)		—	(4)

(1)	Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on January 11, 2001, within five business days prior to filing.
(2)	Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers any additional shares of common stock as may become issuable under the anti-dilution provisions of the Cole National Corporation 1999 Broad-based Employee Stock Option Plan.
(3)	262,500 shares are issuable pursuant to the grant made under the Nonqualified Stock Option Agreement between Cole National and Larry Pollock. 400,000 shares are issuable pursuant to grants made under the 1999 Broad-based Employee Stock Option Plan.

(4) These securities, which were created pursuant to the Rights Agreement, dated as of November 22, 1999, by and between Cole National and National City Bank, as Rights Agent, may be transferred with and only with the shares of common stock (unless events specified in Cole National’s Rights Agreement occur). Therefore, these rights have no offering price and no fee is required.

Exhibit Index Appears on Page 8

PART II

Item 3. Incorporation of Documents by Reference

      The following documents previously filed by Cole National Corporation with the Securities and Exchange Commission are incorporated herein by reference:

• Quarterly Report on Form 10-Q for the quarter ended October 28, 2000;

• Quarterly Report on Form 10-Q for the quarter ended July 29, 2000;

• Quarterly Report on Form 10-Q for the quarter ended April 29, 2000;

• Annual Report on Form 10-K for the fiscal year ended January 29, 2000;

• all other reports filed by Cole National pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since January 29, 2000;

• the description of the Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on February 14, 1994, and amended on April 6, 1994; and

• the Stockholders’ Rights Plan contained in the Registration Statement on Form 8-A filed with the Commission on November 24, 1999.

      All documents subsequently filed by Cole National pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents.

Item 4.	Description of Securities
	Not applicable. The common stock to be offered is registered under Section 12 of the Exchange Act.

Item 5.	Interests of Named Experts and Counsel
	Not Applicable.

Item 6. Indemnification of Directors and Officers

      Articles Seventh and Eighth of Cole National’s Restated Certificate of Incorporation and Article VIII of Cole National’s Amended and Restated By-laws are incorporated herein by reference to Exhibits 3.1(i) and 3.2(ii), respectively, of Cole National’s Annual Report on Form 10-K for the period ended February 3, 1996 (File No. 1-12814).

      Cole National has entered into indemnity agreements with its current directors and officers, and maintains directors and officers liability insurance for its directors and executive officers. Item 15 in Part II of Cole National’s Form S-3 Registration Statement, No. 333-5875, is incorporated herein by reference.

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Item 7.	Exemption from Registration Claims
	Not Applicable.

Item 8.	Exhibits
		4.1	Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(i) of Cole National’s Annual Report on Form 10-K for the period ended February 3, 1996 (File No. 1-12814).
		4.2	Certificate of Amendment of the Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(ii) of Cole National’s Annual Report on Form 10-K for the year ended January 31, 1998 (File No. 1-12814).
		4.3	Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.2(ii) of Cole National’s Annual Report on Form 10-K for the year ended February 3, 1996 (File No.1-12814).
		4.4	Rights Agreement and Form of Right Certificate, incorporated by reference to Cole National’s Form 8-A filed with the Commission on November 24, 1999 (File No. 1-12814).
		4.5	Nonqualified Stock Option Agreement, dated as of January 18, 2000, between Cole National and Larry Pollock, incorporated by reference to Exhibit 10.54 of Cole National’s Annual Report on Form 10-K for the year ended January 29, 2000 (File No. 1-12814).
		4.6	Cole National Corporation 1999 Broad-based Employee Stock Option Plan, incorporated by reference to Exhibit 4.6 of Cole National’s Registration Statement on Form S-8 filed July 2, 1999 (Reg. No. 333-82271).
		4.7	Form of Nonqualified Stock Option Agreement used in connection with the 1999 Broad-based Employee Stock Option Plan, incorporated herein by reference to Exhibit 10.46 of Cole National’s Annual Report on Form 10-K for the year ended January 30, 1999 (File No. 1-12814).
		4.8	Nonqualified Stock Option Agreement between Cole National and Thomas T.S. Kaung, dated March 23, 2000 (Grant #1 issued under the 1999 Broad-based Employee Stock Option Plan) incorporated by reference to Exhibit 10.62 of Cole National’s Annual Report on Form 10-K for the year ended January 29, 2000 (File No. 1-12814).
		4.9	Nonqualified Stock Option Agreement between Cole National and Thomas T.S. Kaung, dated March 23, 2000 (Grant #2 issued under the 1999 Broad-based Employee Stock Option Plan) incorporated by reference to Exhibit 10.63 of Cole National’s Annual Report on Form 10-K for the year ended January 29, 2000 (File No. 1-12814).
		5.1*	Opinion and Consent of Jones, Day, Reavis & Pogue.
		23.1*	Consent of Arthur Andersen LLP.
		23.2*	Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
		24.1*	Power of Attorney (1999 Broad-based Employee Stock Option Plan).

Page 4 of 8 Pages

24.2* Power of Attorney (Larry Pollock Option Agreement).

* Filed herewith.

Item 9.	Undertakings
	(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by Cole National pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Cole National’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be

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a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial on a fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Cole National pursuant to the foregoing provisions, or otherwise, Cole National has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Cole National of expenses incurred or paid by a director, officer or controlling person of Cole National in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Cole National will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Page 6 of 8 Pages

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Cole National certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mayfield Heights, State of Ohio, on January 18, 2001.

COLE NATIONAL CORPORATION
By:	/s/William P. Lahiff, Jr
	William P. Lahiff, Jr., Vice President and Controller

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* Jeffrey A. Cole	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	January 18, 2001
* Larry Pollock	President, Chief Operating Officer and Director	January 18, 2001
* Thomas T.S. Kaung	Vice President and Chief Financial Officer (Principal Financial Officer)	January 18, 2001
/s/ William P. Lahiff, Jr. William P. Lahiff, Jr.	Vice President and Controller (Principal Accounting Officer)	January 18, 2001
* Timothy F. Finley	Director	January 18, 2001
* Irwin N. Gold	Director	January 18, 2001
* Peter V. Handal	Director	January 18, 2001
* Charles A. Ratner	Director	January 18, 2001
* Walter J. Salmon	Director	January 18, 2001

• William P. Lahiff, Jr., the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated registrant and the officers and directors thereof (constituting a majority of the directors) pursuant to powers of attorney filed with the Securities and Exchange Commission.

January 18, 2001	By: /s/ William P. Lahiff, Jr.
	William P. Lahiff, Jr., Vice President and Controller

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EXHIBIT INDEX

Exhibit
Number	Exhibit Description
4.1	Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(i) of Cole National’s Annual Report on Form 10-K for the year ended February 3, 1996 (File No. 1-12814).
4.2	Certificate of Amendment of the Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1(ii) of Cole National’s Annual Report on Form 10-K for the period ended January 31, 1998 (File No. 1-12814).
4.3	Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.2(ii) of Cole National’s Annual Report on Form 10-K for the year ended February 3, 1996 (File No. 1-12814).
4.4	Rights Agreement and Form of Right Certificate, incorporated by reference to Cole National’s Form 8-A filed with the Commission on November 24, 1999 (File No. 1-12814).
4.5	Nonqualified Stock Option Agreement, dated as of January 18, 2000, between Cole National and Larry Pollock, incorporated by reference to Exhibit 10.54 of Cole National’s Annual Report on Form 10-K for the year ended January 29, 2000 (File No. 1-12814).
4.6	Cole National Corporation 1999 Broad-based Employee Stock Option Plan, dated June 10, 1999, incorporated by reference to Exhibit 4.6 of Cole National’s registration statement on Form S-8 filed July 2, 1999 (Reg. No. 333-82271).
4.7	Form of Nonqualified Stock Option Agreement used with the 1999 Broad-based Employee Stock Option Plan, incorporated herein by reference to Exhibit 10.46 of Cole National’s Annual Report on Form 10-K for the year ended January 30, 1999 (File No. 1-12814).
4.8	Nonqualified Stock Option Agreement between Cole National and Thomas T.S. Kaung, dated March 23, 2000 (Grant #1 issued under the 1999 Broad-based Employee Stock Option Plan) incorporated by reference to Exhibit 10.62 of Cole National’s Annual Report on Form 10-K for the year ended January 29, 2000 (File No. 1-12814).
4.9	Nonqualified Stock Option Agreement between Cole National and Thomas T.S. Kaung, dated March 23, 2000 (Grant #2 issued under the 1999 Broad-based Employee Stock Option Plan) incorporated by reference to Exhibit 10.63 of Cole National’s Annual Report on Form 10-K for the year ended January 29, 2000 (File No. 1-12814).
5.1*	Opinion and Consent of Jones, Day, Reavis & Pogue.
23.1*	Consent of Arthur Andersen LLP.
23.2*	Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1*	Power of Attorney (1999 Broad-based Employee Stock Option Plan)
24.2*	Power of Attorney.(Larry Pollock Nonqualified Stock Option Agreement)

* Filed herewith

Page 8 of 8 Pages EX-5.1 2 l85978aex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 Jones, Day, Reavis & Pogue Northpoint 901 Lakeside Avenue Cleveland, Ohio 44114 January 18, 2001 Cole National Corporation 5915 Landerbrook Drive Mayfield Heights, Ohio 44124 Re: Nonqualified Stock Option Agreement, dated January 18, 2000, between Cole National Corporation and Larry Pollock (the "Pollock Agreement") and the 1999 Broad-Based Employee Stock Option Plan (the "1999 Plan") ----------------------------- Ladies and Gentlemen: We have acted as counsel for Cole National Corporation, a Delaware corporation (the "Registrant"), in connection with the Pollock Agreement and the 1999 Plan. We have examined such documents, records and matters of law as we have deemed necessary for purposes of this opinion, and based thereupon, we are of the opinion that: (a) The shares of the Registrant's common stock, par value $.001 per share (the "Common Stock"), that will be issued or transferred and sold pursuant to the Pollock Agreement and the 1999 Plan will be, when issued and sold in accordance with the Pollock Agreement, the 1999 Plan and the related option agreements, duly authorized, validly issued, fully paid and nonassessable. (b) When issued in accordance with the terms of the Rights Agreement, dated November 24, 1999 between the Registrant and National City Bank, as rights agent, the preferred share purchase rights associated with the Common Stock issuable pursuant to the Pollock Agreement and the 1999 Plan will be validly issued. In rendering the above opinions, we have assumed that the Registrant will receive at least par value for the shares of Common Stock issued upon exercise of the options granted pursuant to the Pollock Agreement and the 1999 Plan. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Registrant to effect registration under the Securities Act of 1933 of the shares of Common Stock to be issued pursuant to the Pollock Agreement and the 1999 Plan. Very truly yours, /s/ Jones, Day, Reavis & Pogue EX-23.1 3 l85978aex23-1.txt EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 23, 2000 included in Cole National Corporation's Form 10-K for the year ended January 29, 2000 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Cleveland, Ohio, January 18, 2001. EX-24.1 4 l85978aex24-1.txt EXHIBIT 24.1 1 EXHIBIT 24.1 COLE NATIONAL CORPORATION POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and/or directors of Cole National Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints Joseph Gaglioti, William P. Lahiff, Jr., Thomas T.S. Kaung and Leslie D. Dunn, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned, the Corporation's Registration Statement on Form S-8 pursuant to the Securities Act of 1933 concerning the shares of Common Stock of the Company to be issued in connection with the 1999 Broad-based Employee Stock Option Plan, and to sign any and all amendments or post-effective amendments to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 17th day of January 2001. /s/ Jeffrey A. Cole /s/ Larry Pollock - ------------------------------------ ---------------------------------- Jeffrey A. Cole, Director and Chief Larry Pollock, Director Executive Officer /s/ Timothy F. Finley /s/ Charles A. Ratner - ------------------------------------ ---------------------------------- Timothy F. Finley, Director Charles A. Ratner, Director /s/ Irwin N. Gold /s/ Walter J. Salmon - ------------------------------------ ---------------------------------- Irwin N. Gold, Director Walter J. Salmon, Director /s/ Peter V. Handal /s/ T.S. Kaung - ------------------------------------ ---------------------------------- Peter V. Handal, Director T.S. Kaung, Principal Financial Officer /s/ William P. Lahiff - ------------------------------------ William P. Lahiff, Jr., Principal Accounting Officer EX-24.2 5 l85978aex24-2.txt EXHIBIT 24.2 1 EXHIBIT 24.2 COLE NATIONAL CORPORATION POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and/or directors of Cole National Corporation, a Delaware corporation (the "Corporation"), hereby constitutes and appoints Joseph Gaglioti, William P. Lahiff, Jr., Thomas T.S. Kaung and Leslie D. Dunn, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned, the Corporation's Registration Statement on Form S-8 pursuant to the Securities Act of 1933 concerning the shares of Common Stock of the Company to be issued in connection with the Nonqualified Stock Option Agreement, dated January 18, 2000 between the Corporation and Larry Pollock, and to sign any and all amendments or post-effective amendments to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 17th day of January 2001. /s/ Jeffrey A. Cole /s/ Larry Pollock - ------------------------------------ ------------------------------- Jeffrey A. Cole, Director and Chief Larry Pollock, Director Executive Officer /s/ Timothy F. Finley /s/ Charles A. Ratner - ------------------------------------ ------------------------------- Timothy F. Finley, Director Charles A. Ratner, Director /s/ Irwin N. Gold /s/ Walter J. Salmon - ------------------------------------ ------------------------------- Irwin N. Gold, Director Walter J. Salmon, Director /s/ Peter V. Handal /s/ T.S. Kaung - ------------------------------------ ------------------------------- Peter V. Handal, Director T.S. Kaung, Principal Financial Officer /s/ William P. Lahiff - ------------------------------------ William P. 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EX-5.1

   1

                                                                     Exhibit 5.1



                           Jones, Day, Reavis & Pogue
                                   Northpoint
                               901 Lakeside Avenue
                              Cleveland, Ohio 44114

                                January 18, 2001

Cole National Corporation
5915 Landerbrook Drive
Mayfield Heights, Ohio  44124

         Re:      Nonqualified Stock Option Agreement, dated January 18, 2000,
                  between Cole National Corporation and Larry Pollock (the
                  "Pollock Agreement") and the 1999 Broad-Based Employee Stock
                  Option Plan (the "1999 Plan")
                  -----------------------------

Ladies and Gentlemen:

                  We have acted as counsel for Cole National Corporation, a
Delaware corporation (the "Registrant"), in connection with the Pollock
Agreement and the 1999 Plan. We have examined such documents, records and
matters of law as we have deemed necessary for purposes of this opinion, and
based thereupon, we are of the opinion that:

                  (a) The shares of the Registrant's common stock, par value
         $.001 per share (the "Common Stock"), that will be issued or
         transferred and sold pursuant to the Pollock Agreement and the 1999
         Plan will be, when issued and sold in accordance with the Pollock
         Agreement, the 1999 Plan and the related option agreements, duly
         authorized, validly issued, fully paid and nonassessable.

                  (b) When issued in accordance with the terms of the Rights
         Agreement, dated November 24, 1999 between the Registrant and National
         City Bank, as rights agent, the preferred share purchase rights
         associated with the Common Stock issuable pursuant to the Pollock
         Agreement and the 1999 Plan will be validly issued.

                  In rendering the above opinions, we have assumed that the
Registrant will receive at least par value for the shares of Common Stock issued
upon exercise of the options granted pursuant to the Pollock Agreement and the
1999 Plan. We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration under the Securities Act of 1933 of the shares of Common Stock to
be issued pursuant to the Pollock Agreement and the 1999 Plan.

                                         Very truly yours,



                                         /s/ Jones, Day, Reavis & Pogue

EX-23.1

   1




                                                                    Exhibit 23.1




CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 23, 2000
included in Cole National Corporation's Form 10-K for the year ended January 29,
2000 and to all references to our Firm included in this registration statement.




/s/ Arthur Andersen LLP

Cleveland, Ohio,
  January 18, 2001.

EX-24.1

   1
                                                                    EXHIBIT 24.1

                            COLE NATIONAL CORPORATION

                                POWER OF ATTORNEY
                                -----------------

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and/or directors of Cole National Corporation, a Delaware corporation
(the "Corporation"), hereby constitutes and appoints Joseph Gaglioti, William P.
Lahiff, Jr., Thomas T.S. Kaung and Leslie D. Dunn, and each of them, as the true
and lawful attorney or attorneys-in-fact, with full power of substitution and
revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned, the Corporation's
Registration Statement on Form S-8 pursuant to the Securities Act of 1933
concerning the shares of Common Stock of the Company to be issued in connection
with the 1999 Broad-based Employee Stock Option Plan, and to sign any and all
amendments or post-effective amendments to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission or any state regulatory
authority, granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorney or attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 17th day of January 2001.

/s/ Jeffrey A. Cole                           /s/ Larry Pollock
- ------------------------------------          ----------------------------------
Jeffrey A. Cole, Director and Chief           Larry Pollock, Director
Executive Officer


/s/ Timothy F. Finley                         /s/ Charles A. Ratner
- ------------------------------------          ----------------------------------
Timothy F. Finley, Director                     Charles A. Ratner, Director


/s/ Irwin N. Gold                             /s/ Walter J. Salmon
- ------------------------------------          ----------------------------------
Irwin N. Gold, Director                       Walter J. Salmon, Director


/s/ Peter V. Handal                           /s/ T.S. Kaung
- ------------------------------------          ----------------------------------
Peter V. Handal, Director                     T.S. Kaung, Principal Financial
                                              Officer

/s/ William P. Lahiff
- ------------------------------------
William P. Lahiff, Jr., Principal
Accounting Officer

EX-24.2

   1
                                                                    EXHIBIT 24.2

                           COLE NATIONAL CORPORATION

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and/or directors of Cole National Corporation, a Delaware corporation
(the "Corporation"), hereby constitutes and appoints Joseph Gaglioti, William P.
Lahiff, Jr., Thomas T.S. Kaung and Leslie D. Dunn, and each of them, as the true
and lawful attorney or attorneys-in-fact, with full power of substitution and
revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned, the Corporation's
Registration Statement on Form S-8 pursuant to the Securities Act of 1933
concerning the shares of Common Stock of the Company to be issued in connection
with the Nonqualified Stock Option Agreement, dated January 18, 2000 between the
Corporation and Larry Pollock, and to sign any and all amendments or
post-effective amendments to such Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission or any state regulatory authority, granting
unto said attorney or attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney or attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 17th day of January 2001.

/s/ Jeffrey A. Cole                              /s/ Larry Pollock
- ------------------------------------             -------------------------------
Jeffrey A. Cole, Director and Chief              Larry Pollock, Director
Executive Officer


/s/ Timothy F. Finley                            /s/ Charles A. Ratner
- ------------------------------------             -------------------------------
Timothy F. Finley, Director                      Charles A. Ratner, Director


/s/ Irwin N. Gold                                /s/ Walter J. Salmon
- ------------------------------------             -------------------------------
Irwin N. Gold, Director                          Walter J. Salmon, Director


/s/ Peter V. Handal                              /s/ T.S. Kaung
- ------------------------------------             -------------------------------
Peter V. Handal, Director                        T.S. Kaung, Principal Financial
                                                 Officer

/s/ William P. Lahiff
- ------------------------------------
William P. Lahiff, Jr., Principal
Accounting Officer