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 5, 2003


                            COLE NATIONAL CORPORATION
                               401(K) SAVINGS PLAN
             (Exact Name of Registrant as Specified in its 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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Effective June 13, 2002, the Board of Directors of Cole National
Corporation, a Delaware corporation (the "Company"), on recommendation of the
Audit Committee of the Company, replaced Arthur Andersen LLP ("Arthur Andersen")
with Deloitte & Touche LLP ("D&T") as the Company's independent public
accountants. At the same time, the Board of Directors, on recommendation of the
Audit Committee of the Company, replaced Arthur Andersen as the independent
public accountants for the Cole National Corporation 401(k) Savings Plan (the
"Plan") and appointed Grant Thornton LLP ("Grant Thornton") to serve as the
independent public accountants for the Plan for the year ended December 31,
2001. The Company has now determined to replace Grant Thornton as the Plan's
independent public accountants and to appoint D&T to serve as the Plan's
independent public accountants for year ended December 31, 2002 in an effort to
streamline and increase the efficiencies of the Company's external accounting
functions under one independent auditing firm. The appointment of D&T as the
independent public accountants for the Plan became effective June 5, 2003.

         Grant Thornton's audit report on the Plan's financial statements for
the year ended December 31, 2001 did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles. Grant Thornton has not provided an audit report
on the Plan's financial statements for the year ended December 31, 2002.

         During the Plan year ended December 31, 2001 and the subsequent interim
period preceding the decision to change the Plan's independent public
accountants, there were no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Grant Thornton's satisfaction would
have caused them to make reference to the subject matter of the disagreement in
connection with the audit report on the Plan's financial statements for such
year, and there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

         The Company provided Grant Thornton with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Grant Thornton's letter,
dated June 9, 2003, stating that it found no basis for disagreement with such
statements.

         In the year ended December 31, 2001 and through the date hereof, the
Company and the Plan did not consult with D&T with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Plan's financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)    Exhibits.

         Exhibit
         Number           Description
         --------         --------------------

          16.1          Letter from Grant Thornton LLP to the Securities and
                        Exchange Commission dated June 9, 2003.


                                       1





                                   SIGNATURES

         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
                                401(K) SAVINGS PLAN

                                By:  /s/ Ann M. Holt
                                    -------------------------------------------
                                    Name:  Ann M. Holt
                                    Title:  Senior Vice President and Corporate
                                            Controller


Date:  June 11, 2003



                                       2




                                  EXHIBIT INDEX

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

         16.1         Letter from Grant Thornton LLP to the Securities and
                      Exchange Commission dated June 9, 2003.

                                       3

EX-16.1

                                                                    EXHIBIT 16.1



June 9, 2003

Securities and Exchange Commission
Washington D.C. 20549

Re: Cole National Corporation 401(k) Savings Plan
      File No. 1-12814

Dear Sir or Madam:

         We have read Item 4 of the Form 8-K of Cole National Corporation 401(k)
Savings Plan dated June 5, 2003, and agree with the statements concerning our
Firm contained therein.



                                          Very truly yours,


                                          By: /s/ Grant Thornton LLP
                                                Grant Thornton LLP