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 824, 2004

Cole National Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	33-66342	34-1744334
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1925 Enterprise Parkway, Twinsburg, OH		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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On September 824, 2004, Cole National Corporation (the "Parent 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.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished with this Form 8-K:99.1 Press release of Cole National Corporation, dated September 824, 2004.

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SIGNATURES

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. (Registrant)
September 8, 2004	By:	Ann M. Holt
September 24, 2004	By:	Lawrence E. Hyatt
		Name: Ann M. Holt
		Name: Lawrence E. Hyatt
		Title: Sr. Vice President and Corporate Controller
		Title: Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
EX-99.1		Press release of Cole National Corporation, dated September 824, 2004.

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