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): July 13, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On July 13, 2004, Cole National Corporation (the "Company") issued a
press release, attached hereto as Exhibit 99.1 and incorporated herein by
reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  (a)  Not applicable.

                  (b)  Not applicable.

                  (c)  Exhibits. The following exhibits are filed as part of
                       this report:

                           99.1     Press release of Cole National Corporation,
                                    dated July 13, 2004.



                                    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:  July 13, 2004

EX-99.1

                                                                    EXHIBIT 99.1
                                                                    ------------

         COLE NATIONAL CORPORATION RECEIVES REVISED ACQUISITION PROPOSAL
                           FROM MOULIN INTERNATIONAL
         ---------------------------------------------------------------

CLEVELAND, OHIO -- July 13, 2004 -- Cole National Corporation (NYSE: CNJ)
announced that it received yesterday from Moulin International Holdings Limited
a revised proposal to acquire Cole National in a merger at a price of $25.00 per
share in cash. The proposal is subject to the termination of the merger
agreement with Luxottica Group S.p.A., the execution of definitive agreements
with Moulin, approval by Cole National's and Moulin International's
stockholders, receipt of regulatory approvals and other customary conditions.
The proposal contemplates that HAL Holding, N.V., which owns approximately 19.1%
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 customary conditions. The financing
commitments are not subject to further due diligence.

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. On April 15,
2004, Moulin submitted an unsolicited offer to acquire Cole National in a merger
at a price of $25.00 per share in cash, several days before Cole National's
previously scheduled special meeting of stockholders to consider the Luxottica
merger. On May 13, 2004, Cole National announced that Moulin had informed the
Company that one of Moulin's financing sources was not prepared to provide
senior debt financing on the terms originally proposed, and that Moulin was
continuing to evaluate alternatives which could allow Moulin's proposal to
proceed.

On June 1, 2004, the Luxottica merger agreement was amended to provide for the
payment of an additional amount equal to 4% per annum from July 20, 2004 through
the closing date if the Luxottica merger agreement was approved by Cole National
stockholders not later than July 20, 2004. Cole National rescheduled the
stockholders meeting to consider the Luxottica merger agreement on July 20,
2004. 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, with the assistance of its legal and financial advisors,
whether it is a superior acquisition proposal in accordance with the board's
fiduciary duties and the terms of the Luxottica merger agreement. If the board
were to make such determination, the Luxottica merger agreement requires the
Company to provide notice to Luxottica and take into account any revised
proposal made by Luxottica within three business days thereafter prior to
terminating the Luxottica merger agreement. There is no assurance as to whether
any agreement with Moulin or any revised agreement with Luxottica will result,
or the terms and conditions thereof.

Cole National also stated that it will consider the effect of the revised Moulin
proposal on the timing of the stockholders' vote on the Luxottica merger
agreement scheduled for July 20, 2004, and may adjourn the annual meeting after
the election of directors and before the vote on the Luxottica merger agreement.
Such an adjournment would cause the merger consideration under the current
Luxottica merger agreement to revert to the original $22.50 per share in cash,
without the additional amount equal to 4% per annum that would have been payable
from July 20, 2004 to the closing date if the Luxottica merger agreement were
approved at the annual meeting.





About Cole National

Cole National Corporation's vision business, together with Pearle franchisees,
has 2,178 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 727
locations nationwide, catalogs, and the Internet at www.thingsremembered.com.
Cole also has a 21% interest in Pearle Europe, which has 1,496 optical stores in
Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the
Netherlands, Poland, Portugal and Sweden.

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.