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 20, 2004


                            COLE NATIONAL GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                       33-66342            34-1744334
(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 20, 2004, Cole National Corporation, the parent corporation of
Cole National Group, Inc., 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 20, 2004.


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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 GROUP, INC.

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

Date: July 20, 2004

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