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): JUNE 4, 2003


                            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

     Cole National Corporation issued a press release today announcing that
Larry Pollock, the Company's President and Chief Operating Officer, will become
President and Chief Executive Officer on June 25, 2003. Mr. Pollock succeeds
Jeffrey A. Cole, the Company's Chairman and Chief Executive Officer, who will
retire. It is expected that Mr. Cole will continue to serve as a director of
both the Company and Cole National Group, Inc., its subsidiary. Walter Salmon,
an independent director who has served on each Company's Board of Directors
since 1997, will assume the duties of non-executive Chairman of the Board. A
copy of the press release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c) Exhibits.

     99.1 Press release of Cole National Corporation, dated June 4, 2003.


                                       1




                                    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: June 4, 2003


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                                  EXHIBIT INDEX


EXHIBIT
NUMBER        DESCRIPTION

 99.1         Press release of Cole National Corporation, dated June 4, 2003.


                                       3

EX-99.1

                                                                    Exhibit 99.1


[LOGO]                                        PRESS RELEASE

COLE NATIONAL                                 For Immediate Release

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

5915 Landerbrook Drive                        Listed on New York Exchange
Cleveland, Ohio 44124                         Symbol "CNJ"
(440) 449-4100                                Contact:  Joseph Gaglioti



        LARRY POLLOCK TO BECOME CHIEF EXECUTIVE OFFICER OF COLE NATIONAL

                            JEFFREY A. COLE TO RETIRE

                 WALTER SALMON TO BECOME NON-EXECUTIVE CHAIRMAN

         CLEVELAND, Ohio, June 4, 2003 -- Cole National Corporation (NYSE: CNJ)
today announced that Larry Pollock, the Company's President and Chief Operating
Officer, will become President and Chief Executive Officer at the annual meeting
of shareholders on June 25, 2003. Mr. Pollock succeeds Jeffrey A. Cole, the
Company's Chairman and Chief Executive Officer, who will retire. It is expected
that Mr. Cole will continue to serve as a director of the Company, as well as a
member of the supervisory board of Pearle Europe, of which Cole National owns
approximately 21%. Walter Salmon, an independent director who has served on Cole
National's Board of Directors since 1997, will assume the duties of
non-executive Chairman of the Board.

         Mr. Salmon commented, "Cole National is in a great position to move
forward under Larry Pollock's leadership. Since Larry was brought on as
President and COO in January 2000, he has materially improved Cole National's
several businesses and significantly strengthened the Company's top management
team. Each of the talented individuals Larry has hired has an impressive record
of success and complements our other highly capable senior executives. Cole
National has an excellent strategic platform for growth and success and, in
recent years, has consistently improved its operating performance. Under Larry's
leadership, we expect the Company to have a bright future."

         Mr. Pollock said, "Over the last three years, we have implemented a
wide array of marketing, merchandising, personnel training and other strategies,
all of which were designed to materially improve customer service, making Cole
National a better retailer. We have made much progress towards this goal and are
determined to continue that progress. I am greatly honored by the confidence the
Board of Directors has placed in me, and am very excited about the prospect of
working further to help Cole National fulfill its potential.

         "On behalf of the entire Board of Directors, I want to thank Jeffrey
Cole for his many contributions to Cole National over the past three decades.
Jeff brought immeasurable insight and expertise to his role, and has been a
leading force in the Company's growth into one of the world's leading optical
companies. I also look forward to working closely with the entire Board,
including, of course, Walter Salmon, whose distinguished career and in-depth
experience in retailing will help us greatly as we continue to drive the Company
forward."




         "This marks a significant transition point for Cole National
Corporation and reflects a long-term succession plan that our Board worked on
over the past year," said Mr. Salmon. "I have known and worked for many years
with both Jeffrey Cole and his father, Joe Cole, who founded the Company more
than 60 years ago. I am delighted to continue my own service to the Company and
to assist Larry Pollock and his fine team as they face the challenges of the
future."

         Jeffrey A. Cole said, "Larry Pollock has made a real contribution to
Cole National since I asked him to be my partner in running the Company three-
and-a-half years ago, and I am pleased to have Larry succeed me as CEO. I
strongly believe that for companies to grow and prosper you have to make way for
new generations of management. I look forward to continuing to serve the Company
in my capacity as a member of the Board of Directors."

         The Company anticipates fulfilling Mr. Cole's employment agreement and
retirement and life insurance obligations. The Company estimates that these
obligations will require a one-time lump sum cash payment in the range of $11.5
million to $15 million, with an impact on net income in the second quarter of
fiscal 2003 in the range of $5 million to $7.5 million. These estimates are
forward-looking statements. The actual amount of the obligations and their
impact may differ materially at the conclusion of pending negotiations with Mr.
Cole.

         Larry Pollock, who has more than 30 years of retail experience, was
appointed President, COO and a director of Cole National in January 2000. He was
previously President and CEO of HomePlace Stores and President and COO of Zale
Corporation. Mr. Pollock is also a director of Borders Group, Inc.

         Walter Salmon is the Stanley Roth Sr. Professor of Retailing, Emeritus
at the Harvard University Graduate School of Business Administration, where he
has been a member of the faculty since 1956. Mr. Salmon also served as Senior
Associate Dean and Director of External Relations from 1989 to 1994. He served
as a director of Cole National's predecessor company from 1961 to 1984. He is
also a director of The Neiman Marcus Group; PetsMart, Inc.; Party City Stores,
Inc.; and Stage Stores, Inc.

ABOUT COLE NATIONAL
Cole National Corporation's vision business, together with Pearle franchisees,
has 2,174 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 770
locations nationwide, catalogs, and the Internet at www.thingsremembered.com.
Cole also has a 21% interest in Pearle Europe, which has 1,157 optical stores in
Austria, Belgium, Estonia, Finland, Germany, Italy, the Netherlands, Poland,
Portugal, Russia and Sweden.