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 22, 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 22, 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 22, 2004.



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



Date:  July 22, 2004






                                       2

EX-99.1

                                                                 EXHIBIT 99.1

     COLE NATIONAL STOCKHOLDERS VOTE TO APPROVE MERGER WITH LUXOTTICA GROUP

CLEVELAND, July 22, 2004 -- Cole National Corporation (NYSE: CNJ) today
announced that its stockholders voted to approve the merger agreement with
Luxottica Group S.p.A., as amended, at the reconvened annual meeting of its
stockholders held this afternoon. The merger was approved by approximately 99.5%
of the Cole National shares voting on the proposal, representing approximately
78 % of the outstanding shares of Cole National common stock.

Larry Pollock, President and Chief Executive Officer of Cole National, stated:
"I am delighted that our shareholders have shown such strong support for Cole
National's proposed merger with Luxottica. This transaction is in the best
interests of all Cole National's constituents--from our shareholders to our
associates, franchisees and doctors of optometry. We look forward to working
with Luxottica in the near term to close this transaction and over the longer
term as partners in our combined company."

Pursuant to the terms of an amendment to the Luxottica merger agreement dated
July 14, 2004, Cole National stockholders will receive $27.50 per share in cash,
plus an additional amount equal to 4% per annum from today through the closing
date of the merger, upon completion of the transaction.

The amended Luxottica merger agreement is subject to receipt of regulatory
approvals and other customary conditions. As previously announced, Cole National
and Luxottica have committed to the Federal Trade Commission not to close the
transaction before September 30, 2004, without its consent.

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, legislative or regulatory developments that could
have the effect of delaying or preventing the Luxottica merger, 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 their filings
with the Securities and Exchange Commission. These forward-looking statements
are made as of the date hereof, and Luxottica and Cole National do not assume
any obligation to update them.