SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

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

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         Date of report (Date of earliest event reported): June 27, 2003

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


          Delaware                      1-12814                  34-1453189
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(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      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


                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)




ITEM 5. OTHER EVENTS

     On June 27, 2003, Cole National Corporation (the "Company"), issued a press
release, announcing that it has amended, restated and extended its Credit
Agreement with its bank lenders. The complete press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (a) Not applicable.

        (b) Not applicable.

        (c) Exhibits.

        99.1 Press release of Cole National Corporation, dated June 27, 2003


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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 GROUP, INC.


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


Dated: June 27, 2003


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                                  EXHIBIT INDEX

Exhibit
Number        Description

99.1          Press Release of Cole National Corporation, dated June 27, 2003


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