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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