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 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
           TWISNBURG, 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 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 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 GROUP, INC.

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


Date: July 22, 2004



                                       2