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): April 19, 2004


                            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 Form 8-K:

         99.1 Press release of Cole National Corporation, dated April 19, 2004.


ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On April 19, 2004, Cole National Corporation (the "Company") issued a
press release, a copy of which 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, or 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.








                                       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/ Joseph Gaglioti
                                ------------------------------------------------
                                 Name:  Joseph Gaglioti
                                 Title: Vice President


Date:  April 19, 2004






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

           EXHIBIT
           NUMBER              DESCRIPTION
           -------             -----------
            99.1               Press release of Cole National Corporation,
                               dated April 19, 2004.





                                       3

EX-99.1

                                                                    EXHIBIT 99.1

      COLE NATIONAL CORPORATION RECEIVES UNSOLICITED ACQUISITION PROPOSAL;
                    POSTPONES SPECIAL MEETING OF STOCKHOLDERS

         CLEVELAND, OHIO, APRIL 19, 2004 - Cole National Corporation (NYSE: CNJ)
today announced that it received an unsolicited, non-binding offer on Thursday
evening, April 15, 2004, from Moulin International Holdings Limited to acquire
Cole National in a merger at a price of $25.00 per share in cash. The offer is
subject to, among other things, the execution of definitive agreements, approval
by Cole National's stockholders, receipt of regulatory approvals and other
customary conditions. The proposal contemplates that HAL Holding, N.V., which
owns approximately 19.2% of Cole National's outstanding shares, will provide
substantial financing for the transaction, including by purchasing certain
assets of Cole National at the closing of the proposed merger. Moulin also
delivered written financial commitments from other financing sources for
additional financing required for the transaction, which are subject to
confirmatory legal and business due diligence (which they anticipate completing
within one week of obtaining access to Cole National's confidential information)
and other customary conditions.

         As previously announced, in January 2004 Cole National entered into a
merger agreement with Luxottica Group S.p.A. pursuant to which Luxottica would
acquire Cole National in a merger at a price of $22.50 per share in cash. The
Luxottica merger agreement is subject to approval by Cole National stockholders,
receipt of regulatory approvals and other customary conditions. Cole National
stated that its Board of Directors has not withdrawn, modified or changed its
recommendation of the Luxottica merger, and the merger agreement with Luxottica
remains in effect. The board of directors of Cole National will review the
Moulin proposal and make a determination whether to provide access to non-public
information and enter into discussions or negotiations with Moulin in accordance
with the terms of the Luxottica merger agreement. There is no assurance as to
whether discussions with Moulin will occur, whether any agreement would result
from any such discussions, or the terms and conditions thereof.

         Cole National also announced that as a result of the unsolicited Moulin
proposal it will postpone the special meeting of stockholders scheduled for
Tuesday, April 20, 2004, to a date to be announced in order to permit Cole
National to file and distribute updated proxy materials.

ABOUT COLE NATIONAL
- --------------------------------------------------------------------------------
         Cole National Corporation's vision business, together with Pearle
franchisees, has 2,197 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
728 locations nationwide, catalogs, and the Internet at
www.thingsremembered.com. Cole also has a 21% interest in Pearle Europe, which
has 1,487 optical stores in Austria, Belgium, Denmark, Estonia, Finland,
Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden.

         Cole National filed a definitive proxy statement containing information
about the proposed Luxottica merger with the United States Securities and
Exchange Commission (the "SEC") on March 15, 2004, which stockholders are urged
to read because it contains important information. Stockholders may obtain, free
of charge, a copy of the definitive proxy statement and other documents filed by
Cole National with the SEC at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Cole National will be available free of charge
from the Company.

         Cole National and its directors and executive officers and certain
other of its employees may be soliciting proxies from stockholders of Cole
National in favor of the proposed Luxottica transaction. Information concerning
the participants in the proxy solicitation is set forth in the definitive proxy
statement as filed with the SEC.




SAFE HARBOR STATEMENT
- --------------------------------------------------------------------------------
         Certain statements in this press release may constitute "forward
looking statements" as defined in the Private Securities Litigation Reform Act
of 1995. Such statements involve risks, uncertainties and other factors that
could cause actual results to differ materially from those which are
anticipated. Such risks and uncertainties include, but are not limited to, risks
that the Luxottica merger will not be completed, risks that stockholder approval
may not be obtained for the Luxottica merger, legislative or regulatory
developments that could have the effect of delaying or preventing the Luxottica
merger, uncertainties as to whether any transaction will be entered into with
Moulin or, if entered into, will be consummated, fluctuations in exchange rates,
economic and weather factors affecting consumer spending, the ability to
successfully introduce and market new products, the ability to effectively
integrate recently acquired businesses, the ability to successfully launch
initiatives to increase sales and reduce costs, the availability of correction
alternatives to prescription eyeglasses, as well as other political, economic
and technological factors and other risks referred to in Cole National's filings
with the Securities and Exchange Commission. These forward-looking statements
are made as of the date hereof, and Cole National does not assume any obligation
to update them.

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