8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): December 19, 2002


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



          DELAWARE                       1-12814               34-1453189
(State or Other Jurisdiction           (Commission            (IRS Employer
      of Incorporation)                File Number)         Identification No.)


         5915 LANDERBROOK DRIVE
         MAYFIELD HEIGHTS, OHIO                                     44124
 (Address of Principal Executive Offices)                         (Zip Code)


Registrant's telephone number, including area code: (440) 449-4100




                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)











ITEM 5.  OTHER EVENTS.

         On December 19, 2002, Cole National Corporation (the "Company") issued
a press release, announcing that it has amended covenants in its agreement with
the bank lenders for its $75 million credit facility to accommodate anticipated
changes in the accounting treatment for the sale of certain optical warranties
and the auditing costs associated with restating the Company's financial
statements.

         The complete press release is attached as Exhibit 99.1 hereto.



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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            COLE NATIONAL CORPORATION

                         By: /s/ Lawrence E. Hyatt
                             ------------------------
                             Name:  Lawrence E. Hyatt
                             Title: Executive Vice President and Chief
                                    Financial Officer





Date:  December 19, 2002



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                                  EXHIBIT INDEX

          EXHIBIT
          NUMBER               DESCRIPTION
          ------               -----------

            99.1               Press release, dated December 19, 2002.


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EX-99.1

                                                                    EXHIBIT 99.1

                      COLE NATIONAL AMENDS CREDIT AGREEMENT

         CLEVELAND, Ohio, Dec. 19, 2002 -- Cole National Corporation (NYSE: CNJ)
announced today that it has amended covenants in its agreement with the bank
lenders for its $75 million credit facility to accommodate anticipated changes
in the accounting treatment for the sale of certain optical warranties and the
auditing costs associated with restating the Company's financial statements.

         On November 26, 2002, Cole National announced a change in the timing of
the recognition of revenue earned on the sale of optical warranties. The Company
also announced that it would restate its historical financial statements. The
Company immediately received a waiver through December 31, 2002 from its bank
lenders. At the time, Cole National also announced that it anticipated
concluding an amendment to its credit agreement prior to year-end.

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 to approximately 94 million members with multiple
provider panels and 20,000 practitioners. Cole's personalized gift business,
Things Remembered, serves customers through 781 locations nationwide, catalogs,
and the Internet at WWW.THINGSREMEMBERED.COM. Cole also has a 21% interest in
Pearle Europe, which has more than 1,145 optical stores in Austria, Belgium,
Estonia, Finland, Germany, Italy, the Netherlands, Poland, Portugal, Russia and
Sweden.


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