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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark One)

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|- |  | -----------------------------------------------------------------------------------------------------------------------------------
|X |  | Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended February 2, 2002, or
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|  |  | Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from  to        

Commission file number 33-66342

COLE NATIONAL GROUP,
INC.
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 34-1744334                          
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)



|                                                    |  |               
|--------------------------------------------------- |  | --------------
|5915 Landerbrook Drive, Mayfield Heights, Ohio      |  | 44124         
|                                                   
|                                                   
|                                                   
|                                                   
|(Address of principal executive offices)            |  | (Zip code)    
|                                                   
|Registrants telephone number, including area code: |  | (440) 449-4100

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: None

The registrant meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this form in the reduced
disclosure format.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X YES  NO

All of the outstanding capital stock of the registrant is held by Cole National
Corporation.

As of March 29, 2002, 1,100 shares of the registrants common stock, $.01 par
value, were outstanding.

Documents incorporated by reference: None



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SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

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|-------------- |  | --------------------------------------------------------------------------------------------------------------------
|               |  | COLE NATIONAL GROUP, INC.                                                                                           
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|April 16, 2002 |  | By: /s/ Tracy L. Burmeister.

             Tracy L. Burmeister
             Vice President, Accounting and Reporting

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

|                                             |  |                                                                                    |  |               
|-------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|*

Jeffrey A. Cole                           |  | Chairman and Chief Executive Officer
and Director (Principal Executive Officer)    |  | April 16, 2002
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|*
Larry Pollock                              |  | President and Chief Operating Officer
and Director                                 |  | April 16, 2002
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|                                            
|*

Thomas T.S. Kaung                         |  | Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) |  | April 16, 2002
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|                                            
|/s/ Tracy L. Burmeister

Tracy L. Burmeister |  | Vice President, Accounting and Reporting
(Principal Accounting Officer)            |  | April 16, 2002
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|                                            
|                                            
|                                            
|*

Timothy F. Finley                         |  | Director                                                                           |  | April 16, 2002
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|*

Irwin N. Gold                             |  | Director                                                                           |  | April 16, 2002
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|*
Melchert Frans Groot                       |  | Director                                                                           |  | April 16, 2002
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|*

Peter V. Handal                           |  | Director                                                                           |  | April 16, 2002
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|*

Charles A. Ratner                         |  | Director                                                                           |  | April 16, 2002
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|*

Walter J. Salmon                          |  | Director                                                                           |  | April 16, 2002

*     The undersigned, by signing his name hereto, does sign and execute this
report on Form 10-K pursuant to the Powers of Attorney executed by the
above-named officers and directors of Cole National Group, Inc. and which are
being filed herewith with the Securities and Exchange Commission on behalf of
such officers and directors.

|                                                                     |  | 
|-------------------------------------------------------------------- |  | 
|                                                                     |  | 
|/s/ Tracy L. Burmeister

      Tracy L. Burmeister, Attorney-in-Fact |  | 

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COLE NATIONAL GROUP, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |         | 
|---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ----------- | ------- | ----------- | ------- | -------- | ------- | 
|                                                                                                                       |                                                                                                |                                            |         | February 2, |         | February 3,
|                                                                                                                       |                                                                                                |                                            |         | 2002        |         | 2001       
|                                                                                                                       |                                                                                                |                                            |         |             |         |            
|Assets                                                                                                                 |                                                                                                |                                            |         |             |         |             |         |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Current assets:                                                                                                        |                                                                                                |                                            |         |             |         |             |         |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Cash and cash equivalents                                                                      |                                            | $       | 63,656      |         |             | $       | 36,725   |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accounts receivable, less allowance for doubtful accounts
of $4,008 in 2001 and $7,348 in 2000 |                                            |         | 39,544      |         |             |         | 40,429   |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Current portion of notes receivable                                                            |                                            |         | 2,825       |         |             |         | 4,272    |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Inventories                                                                                    |                                            |         | 111,098     |         |             |         | 122,238  |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Refundable income taxes                                                                        |                                            |         | 502         |         |             |         | 571      |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Prepaid expenses and other                                                                     |                                            |         | 22,613      |         |             |         | 16,154   |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Deferred income tax benefits                                                                   |                                            |         | 430         |         |             |         | 2,009    |        
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|                                                                                                                       |                                                                                                | Total current assets                       |         |             | 240,668 |             |         |          | 222,398 | 
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Property and equipment, at cost                                                                                        |                                                                                                |                                            | 291,148 |             |         |             | 284,794 |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Less  accumulated depreciation and amortization                                               |                                            |         | (169,851    | )       |             |         | (161,775 | )      
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|                                                                                                                       |                                                                                                | Total property and equipment, net          |         |             | 121,297 |             |         |          | 123,019 | 
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Notes receivable, excluding current portion, less allowance for
doubtful accounts of $5,209 in 2001 and $4,537 in 2000 |                                                                                                |                                            | 3,899   |             |         |             | 6,573   |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Deferred income tax benefits and other assets                                                                          |                                                                                                |                                            | 49,371  |             |         |             | 57,422  |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Intangible assets, net                                                                                                 |                                                                                                |                                            | 146,544 |             |         |             | 151,588 |         
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|                                                                                                                       |                                                                                                | Total assets                               |         | $           | 561,779 |             |         | $        | 561,000 | 
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|Liabilities
and Stockholders Equity                                                                                  
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Current liabilities:                                                                                                   |                                                                                                |                                            |         |             |         |             |         |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Current portion of long-term debt                                                              |                                            | $       | 54          |         |             | $       | 49       |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accounts payable                                                                               |                                            |         | 57,242      |         |             |         | 55,644   |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Payable to affiliates, net                                                                     |                                            |         | 73,548      |         |             |         | 81,789   |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accrued interest                                                                               |                                            |         | 6,130       |         |             |         | 6,337    |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accrued liabilities                                                                            |                                            |         | 78,725      |         |             |         | 76,620   |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accrued income taxes                                                                           |                                            |         | 546         |         |             |         | 502      |        
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|                                                                                                                       |                                                                                                | Total current liabilities                  |         |             | 216,245 |             |         |          | 220,941 | 
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Long-term debt, net of discount and current portion                                                                    |                                                                                                |                                            | 274,318 |             |         |             | 274,262 |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Other long-term liabilities                                                                                            |                                                                                                |                                            | 12,040  |             |         |             | 11,506  |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Stockholders equity:                                                                                                  |                                                                                                |                                            |         |             |         |             |         |         
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Common stock                                                                                   |                                            |         |            |         |             |         |         |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Paid-in capital                                                                                |                                            |         | 195,676     |         |             |         | 195,162  |        
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accumulated other comprehensive loss                                                           |                                            |         | (1,198      | )       |             |         | (658     | )      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                       | Accumulated deficit                                                                            |                                            |         | (135,302    | )       |             |         | (140,213 | )      
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|                                                                                                                       |                                                                                                | Total stockholders equity                 |         |             | 59,176  |             |         |          | 54,291  | 
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        
|                                                                                                                       |                                                                                                | Total liabilities and stockholders equity |         | $           | 561,779 |             |         | $        | 561,000 | 
|                                                                                                                       |                                                                                                |                                            |         |             |         |             |         |          |        

The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.

F-3