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): September 17, 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.)


        1925 ENTERPRISE PARKWAY
        TWINSBURG, OHIO                                    44087
(Address of Principal Executive Offices)                 (Zip Code)


Registrant's telephone number, including area code:  (330) 486-3100




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










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

         (c) Exhibits. The following exhibit is furnished with this Report:

         99.1    Press release of Cole National Corporation, dated
                 September 17, 2003.

ITEM 9.  REGULATION FD DISCLOSURE.

         On September 17, 2003, Cole National Corporation (the "Company") issued
a press release, announcing that Cole Managed Vision ("CMV") and Aetna have
reached a four-year extension to their current agreement for CMV to continue to
provide vision care services to Aetna's 13 million members across the country. A
copy of the press release is being furnished as Exhibit 99.1 hereto and is
incorporated herein by reference. Pursuant to the rules and regulations of the
Securities and Exchange Commission, such exhibit and the information set forth
therein and herein shall be deemed "furnished" and not "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.








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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/ Ann M. Holt
                            ---------------------------------------------------
                             Name:   Ann M. Holt
                             Title:  Sr. Vice President and Corporate Controller



Date:  September 17, 2003





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                                  EXHIBIT INDEX
                                  -------------

           EXHIBIT
           NUMBER             DESCRIPTION
           -------            -----------
            99.1              Press release of Cole National Corporation, dated
                              September 17, 2003.











                                       3

EX-99.1

                                                                    EXHIBIT 99.1

          AETNA AND COLE MANAGED VISION RENEW NATIONAL VISION CONTRACT

         Cleveland, Ohio, September 17, 2003 -- Cole National Corporation (NYSE:
CNJ), a leading retailer of optical services and personalized gifts with over
2,900 locations throughout North America and the Caribbean and one of the
nation's largest providers of managed vision care benefits, today announced that
Cole Managed Vision (CMV) and Aetna have reached a four-year extension to their
current agreement for CMV to continue to provide vision care services to Aetna's
13 million members across the country.

         "Aetna is pleased to continue its relationship with CMV and to provide
our members access to vision care across the country," said Robert O'Brien,
National Network Contracting and Strategy for Aetna. "Developing and maintaining
positive relationships with national provider groups, like CMV, enables us to
continue offering our members comprehensive health benefits that include vision
care."

         "For the past 6 years, CMV and Aetna have worked together to offer
quality vision care benefits through our network of doctors and optical
locations," said James Wright, CMV's Vice President of Sales and Marketing.
"This contract extension allows CMV to continue to build benefit programs that
focus on member value and satisfaction."

         ABOUT AETNA
         Aetna is one of the nation's leading providers of health care and
related group benefits, serving approximately 13 million medical members, 11.3
million dental members and 11.7 million group insurance customers, as of June
30, 2003. The company has expansive nationwide networks of more than 579,000
health care services providers, including nearly 349,000 primary care and
specialist physicians and 3,589 hospitals. For more information about Aetna,
please visit the company's Web site at www.aetna.com.

         ABOUT COLE MANAGED VISION
         Cole Managed Vision (CMV), a national vision benefits company, is owned
and operated by Cole National (NYSE: CNJ). The company manages funded benefits
for more than 13 million participants and offers discount vision programs to
more than 80 million additional participants through multiple network panels and
more than 20,000 providers throughout the United States and Puerto Rico.
Additional information on Cole Managed Vision can be obtained at
www.colenational.com.

         ABOUT COLE NATIONAL
         Cole National Corporation's vision business, together with Pearle
franchisees, has 2,181 locations in the U.S., Canada, Puerto Rico and the Virgin
Islands and includes Cole Managed Vision, one of the nations' 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 754 locations nationwide, catalogs, and the Internet at
WWW.THINGSREMEMBERED.COM. Cole also has a 21% interest in Pearle Europe, which
has 1,209 optical stores in Austria, Belgium, Estonia, Finland, Germany, Italy,
Kuwait, the Netherlands, Poland, Portugal, Russia and Sweden.

         FORWARD LOOKING STATEMENT
         The Company's expectations and beliefs concerning the future contained
in this document and the Form 8-K are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those forecasted due to a variety of factors that can
adversely affect the Company's operating results, liquidity and financial
condition, such as risks associated with the actual utilization of Cole Managed
Vision funded and discount eyewear programs. The Company does not assume any
obligation to update the forward looking statements in this press release.