<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A
                                (Amendment No. 1)

(MARK ONE)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---   EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 3, 2002,

                                       OR

      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 1-12814

                            COLE NATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)



            DELAWARE                                    34-1453189
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)



          5915 LANDERBROOK DRIVE                          44124
          MAYFIELD HEIGHTS, OHIO                        (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (440) 449-4100
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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  YES  X  NO
                                       ---    ---

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT). YES  X  NO
                                                ---    ---

AS OF MAY 12, 2003, 16,192,769 SHARES OF THE REGISTRANT'S COMMON STOCK WERE
OUTSTANDING.

================================================================================

<PAGE>


                                EXPLANATORY NOTE

        This Amendment No. 1 to Form 10-Q is being filed by Cole National
Corporation (the Company) to give effect to the restatement described in Note 8
to the accompanying Consolidated Financial Statements. See Note 8 for a summary
of the effects of the restatement.

         Except for the certifications herein and Item 4 of Part I, all
information contained herein is as of August 3, 2002, and does not reflect any
events or changes in information, other than the restatement, that may have
occurred subsequent to August 3, 2002. For a discussion of events and
developments relating to periods subsequent to August 3, 2002, see the Company's
reports filed with the Securities and Exchange Commission for such subsequent
periods, including the Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 2003, which is being filed concurrently with this Form 10-Q.

         The Company makes its annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and any amendments to those reports
available, free of charge, through its website, http://www.colenational.com, as
soon as reasonably practicable after such material is electronically filed with,
or furnished to, the Securities and Exchange Commission.

                   COLE NATIONAL CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q/A
                          QUARTER ENDED AUGUST 3, 2002
                                      INDEX


<TABLE>
<CAPTION>
                                                                                                                Page No.
<S>                                                                                                             <C>
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets as of August 3, 2002 (as restated) and
                  February 2, 2002 (as restated) ............................................................      1

                  Consolidated Statements of Operations for the 13 and 26 week periods ended
                  August 3, 2002 (as restated) and August 4, 2001 (as restated) .............................      2

                  Consolidated Statements of Cash Flows for the 26 week periods ended
                  August 3, 2002 (as restated) and August 4, 2001 (as restated) .............................      3

                  Notes to Restated Consolidated Financial Statements .......................................      4

         Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .....     18

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk ................................     28

         Item 4.  Controls and Procedures ...................................................................     28

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings .........................................................................     30

         Item 4.  Submission of Matters to a Vote of Security Holders .......................................     31

         Item 6.  Exhibits and Reports on Form 8-K ..........................................................     32

         Signatures .........................................................................................     33

         Certifications .....................................................................................     34

         Exhibit Index ......................................................................................     36
</TABLE>



<PAGE>
                         PART I. - FINANCIAL INFORMATION

ITEM 1.  RESTATED FINANCIAL STATEMENTS

                   COLE NATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                       August 3,        February 2,
                                                                          2002              2002
                                                                     (As restated,     (As restated,
                                                                      see Note 8)       see Note 8)
                                                                     -------------     -------------
<S>                                                                    <C>               <C>
Assets
Current assets:
     Cash and cash equivalents                                         $  48,904         $  63,418
     Accounts receivable, less allowances of
          $3,378 and $3,228, respectively                                 44,613            41,365
     Current portion of notes receivable                                   2,899             2,824
     Inventories                                                         125,970           119,203
     Prepaid expenses and other                                           28,313            29,214
     Deferred income taxes                                                27,326            27,252
                                                                       ---------         ---------
               Total current assets                                      278,025           283,276

Property and equipment, at cost                                          314,981           305,419
     Less - accumulated depreciation and amortization                   (194,353)         (184,985)
                                                                       ---------         ---------
               Total property and equipment, net                         120,628           120,434

Notes receivable, excluding current portion, less allowances of
     $4,217 and $5,209, respectively                                      21,610            20,193
Deferred income taxes                                                     29,664            27,801
Other assets                                                              55,078            52,201
Other intangibles, net                                                    45,838            46,146
Goodwill, net                                                             85,542            85,543
                                                                       ---------         ---------
               Total assets                                            $ 636,385         $ 635,594
                                                                       =========         =========

Liabilities and Stockholders' Equity
Current liabilities:
     Current portion of long-term debt                                 $     267         $     259
     Accounts payable                                                     59,541            65,124
     Accrued interest                                                      7,690             6,748
     Accrued liabilities                                                  96,159            92,577
     Accrued income taxes                                                  9,049             8,604
     Deferred revenue                                                     36,895            35,401
                                                                       ---------         ---------
                Total current liabilities                                209,601           208,713

Long-term debt, net of discount and current portion                      285,546           284,574

Other long-term liabilities                                               24,214            22,942
Deferred revenue, long-term                                               11,706            11,049

Stockholders' equity                                                     105,318           108,316
                                                                       ---------         ---------

          Total liabilities and stockholders' equity                   $ 636,385         $ 635,594
                                                                       =========         =========
</TABLE>

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









                                       1
<PAGE>
                   COLE NATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                             Thirteen Week Periods Ended          Twenty-Six Week Periods Ended
                                                            -------------------------------     -----------------------------------
                                                                August 3,         August 4,         August 3,          August 4,
                                                                  2002              2001              2002               2001
                                                              (As restated,     (As restated,     (As restated,     (As restated,
                                                               see Note 8)       see Note 8)       see Note 8)       see Note 8)
                                                            ----------------   ------------     ----------------   ----------------

<S>                                                             <C>               <C>               <C>               <C>
Net revenue                                                     $ 292,390         $ 275,334         $ 577,831         $ 547,108

Costs and expenses:
     Cost of goods sold                                            95,227            90,029           186,749           175,206
     Operating expenses                                           187,293           174,224           372,834           352,160
     Goodwill and tradename amortization                                -             1,253                 -             2,506
                                                                ---------         ---------         ---------         ---------
          Total costs and expenses                                282,520           265,506           559,583           529,872
                                                                ---------         ---------         ---------         ---------

Operating income                                                    9,870             9,828            18,248            17,236

Interest and other (income) expense, net:
     Interest expense                                               6,909             7,429            13,951            15,028
     Interest and other (income), net                              (2,223)           (1,038)           (3,776)           (2,338)
                                                                ---------         ---------         ---------         ---------
          Total interest and other (income) expense, net            4,686             6,391            10,175            12,690
                                                                ---------         ---------         ---------         ---------

Income before income taxes                                          5,184             3,437             8,073             4,546

Income tax provision                                                3,628             6,451             5,651             8,530
                                                                ---------         ---------         ---------         ---------
Income (loss) before extraordinary loss                             1,556            (3,014)            2,422            (3,984)

Extraordinary loss on early extinguishment of debt,
    net of $3.9 million tax benefit                                (7,242)                -            (7,242)                -
                                                                ---------         ---------         ---------         ---------

Net income (loss)                                               $  (5,686)        $  (3,014)        $  (4,820)        $  (3,984)
                                                                =========         =========         =========         =========


Basic earnings (loss) per common share:
     Income (loss) before extraordinary loss                    $    0.10         $   (0.19)        $    0.15         $   (0.25)
     Extraordinary loss                                             (0.45)                -             (0.45)                -
                                                                ---------         ---------         ---------         ---------
     Net income (loss)                                          $   (0.35)        $   (0.19)        $   (0.30)        $   (0.25)
                                                                =========         =========         =========         =========

Diluted earnings (loss) per common share:
     Income (loss) before extraordinary loss                    $    0.10         $   (0.19)        $    0.15         $   (0.25)
     Extraordinary loss                                             (0.44)                -             (0.44)                -
                                                                ---------         ---------         ---------         ---------
     Net income (loss)                                          $   (0.34)        $   (0.19)        $   (0.29)        $   (0.25)
                                                                =========         =========         =========         =========

Weighted average shares:
     Basic                                                         16,212            16,030            16,170            15,932
     Diluted                                                       16,672            16,030            16,630            15,932
</TABLE>








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

                                       2
<PAGE>
                   COLE NATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                 Twenty-Six Week Periods Ended
                                                                                -------------------------------
                                                                                 August 3,          August 4,
                                                                                    2002              2001
                                                                                (As restated,     (As restated,
                                                                                 see Note 8)       see Note 8)
                                                                                -------------    --------------

<S>                                                                               <C>               <C>
Cash flows from operating activities:
  Net income (loss)                                                               $  (4,820)        $ (3,984)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
     Depreciation and amortization                                                   18,059           19,814
     Extraordinary loss on early extinguishment of debt, net of tax                   7,242                -
     Noncash compensation                                                               866            1,054
     Noncash interest, foreign currency exchange (gains) losses and
       other, net                                                                    (2,346)             718
     Gain on sale of building                                                             -             (683)
     Increases (decreases) in cash resulting from changes in operating
       assets and liabilities:
          Accounts and notes receivable, prepaid expenses and other assets           (2,196)           5,987
          Inventories                                                                (6,774)          (7,729)
          Accounts payable, accrued liabilities and other liabilities                 7,728            3,657
          Accrued interest                                                              942             (261)
          Accrued and deferred income taxes                                           2,407            8,386
                                                                                  ---------         --------
              Net cash provided by operating activities                              21,108           26,959
                                                                                  ---------         --------


Cash flows from investing activities:
  Purchases of property and equipment, net                                          (13,944)         (19,226)
  Net proceeds from sale of fixed assets                                                  -            4,712
  Systems development costs                                                          (2,330)          (4,578)
  Investment and notes receivable in Pearle Europe, net                                   -           (6,446)
  Other, net                                                                           (389)            (569)
                                                                                  ---------         --------
               Net cash used for investing activities                               (16,663)         (26,107)
                                                                                  ---------         --------


Cash flows from financing activities:
  Repayment of long-term debt                                                      (158,165)            (417)
  Proceeds from issuance of long-term debt                                          150,000                -
  Increase (decrease) overdraft balances                                             (5,882)          (3,393)
  Net proceeds from exercise of stock options and issuance of stock                   1,149            1,186
  Repayments (issuance) of notes receivable - stock options and
    awards, net                                                                           -             (340)
  Payment of deferred financing fees                                                 (6,003)               -
  Other, net                                                                            (58)             (95)
                                                                                  ---------         --------
                Net cash used for financing activities                              (18,959)          (3,059)
                                                                                  ---------         --------


Cash and cash equivalents:
  Net decrease during the period                                                    (14,514)          (2,207)
  Balance, beginning of period                                                       63,418           37,218
                                                                                  ---------         --------

  Balance, end of period                                                          $  48,904         $ 35,011
                                                                                  =========         ========
</TABLE>



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

                                       3
<PAGE>
                   COLE NATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         The consolidated financial statements include the accounts of Cole
National Corporation ("the Parent"), its wholly owned subsidiary, Cole National
Group, Inc. and its wholly owned subsidiaries (collectively referred to as "the
Company"). The Company's 21% investment in Pearle Europe B.V. is accounted for
using the cost method. All significant intercompany transactions have been
eliminated in consolidation.

         The accompanying consolidated financial statements have been prepared
without audit and certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted, although
management believes that the disclosures herein are adequate to make the
information not misleading. Results for interim periods are not necessarily
indicative of the results to be expected for the full year.

Nature of Operations

         The Company is a specialty service retailer operating in both host and
nonhost environments, whose primary lines of business are optical products and
services and personalized gifts. The Company sells its products through 2,492
company-owned retail locations and 446 franchised locations in 50 states,
Canada, and the Caribbean. In connection with its optical business, the Company
is a managed vision care benefits provider and claims payment administrator
whose programs provide comprehensive eyecare benefits primarily marketed
directly to large employers, health maintenance organizations (HMO) and other
organizations. The Company has two reportable segments: Cole Vision and Things
Remembered (see Note 5).

Use of Estimates

         The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

         Significant estimates are required in determining the allowance for
uncollectible accounts, inventory reserves, depreciation, amortization and
recoverability of long-lived assets, deferred income taxes, remakes and returns
allowances, managed vision underwriting results, self-insurance reserves, and
retirement and post-employment benefits.

Reclassifications

         Certain reclassifications have been made to prior year financial
statements and the notes to conform to the current year presentation.

Revenue Recognition and Deferred Revenue

         Revenues include sales of goods and services, including delivery fees,
to retail customers at company-operated stores, sales of merchandise inventory
to franchisees and other outside customers, other revenues from franchisees such
as royalties based on sales and initial franchise fees, and capitation and other
fees associated with Cole Vision's managed vision care business.

         Revenues from merchandise sales and services, net of estimated returns
and allowances, are recognized at the time of customer receipt or when the
related goods are shipped direct to the customer and all significant obligations
of the Company have been satisfied. The reserve for returns and allowances is
calculated as a percentage of sales based on historical return percentages.
Capitation revenues are accrued when due under related contracts at the agreed
upon per member, per month rates. Administrative service revenue is recognized
when services are provided over the contract period and the Company's customers
are obligated to pay.


                                       4
<PAGE>
Additionally, the Company sells discount programs which have twelve-month
terms. Revenues from discount programs are deferred and amortized over the
twelve-month term.

         Additionally, the Company sells separately priced extended warranty
contracts with terms of coverage of 12 and 24 months. Revenues from the sale of
these contracts are deferred and amortized over the lives of the contracts,
while the costs to service the warranty claims are expensed as incurred.
Incremental costs directly related to the sale of such contracts, such as sales
commissions and percentage rent, are deferred in prepaid expenses and charged to
expense in proportion to the revenue recognized.

         Franchise revenues based on sales by franchisees are accrued as earned.
Initial franchise fees are recorded as revenue when all material services or
conditions relating to the sale of the franchises have been substantially
performed or satisfied by the Company and when the related store begins
operations.

         Things Remembered sells memberships in its Rewards Club(TM) program,
which allows members to earn rebates based on their accumulated purchases. The
Company defers and amortizes the membership fee revenue over the life of the
membership. The rebates, which can only be used to offset the price of future
customer purchases, are recognized as a reduction of revenue based on the
rebates earned and the estimated future redemptions. The cumulative liability
for unredeemed rebates is adjusted over time based on actual experience and
trends with respect to redemption.

Managed Vision Underwriting Results

         The Company sells capitated managed vision care plans which generally
have a duration of one year. Based upon its experience, the Company believes
that it can predict utilization and claims experience under these plans with a
high level of confidence. Underwriting results are recognized using an estimated
percentage of claims revenue. Each quarter, a portion of the resulting gain is
reserved for potential variances between predicted and actual results. These
reserves are reconciled following the end of each plan year.

Valuation of Inventories

         Inventories are recorded at the lower of cost or market based on the
first-in, first-out (FIFO) method for the optical inventories and based on the
weighted average cost method for the gift inventories. The Company records a
valuation reserve for future inventory cost markdowns to be taken for inventory
not expected to be part of its ongoing merchandise offering. The reserve is
estimated based on historical information regarding sell through for similar
products. The Company records a reserve for estimated shrinkage based on various
factors including sales volume, historical shrink results and current trends.

Property and Equipment

         Property and equipment are stated at cost. Repairs and maintenance
costs that extend the life of the asset are capitalized. Depreciation is
provided principally by using the straight-line method over the estimated useful
life of the related assets, generally 2 to 10 years for furniture, fixtures and
equipment, 2 to 25 years for leasehold improvements and 5 to 40 years for
buildings and improvements.

Goodwill and Other Intangible Assets

         Goodwill, noncompete agreements and tradename assets were amortized
over their estimated useful economic life using the straight-line method and are
carried at cost less accumulated amortization. Beginning with fiscal year 2002,
all goodwill and tradename amortization ceased in accordance with Statement of
Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142), and both goodwill and tradenames, are tested at least
annually for impairment. The Company adopted the first day of the fourth fiscal
quarter for the annual impairment review. Other intangible assets with finite
lives are amortized over their estimated useful lives based on management's
estimates of the period that the assets will generate revenue.

Cash Flows

         Net cash flows from operating activities reflect cash payments for
income taxes and interest of $3,074,000 and $12,596,000, respectively, for the
26 week periods ended August 3, 2002 and $51,000 and $14,691,000, respectively,
for the 26 week periods ended August 4, 2001.



                                       5
<PAGE>
Earnings Per Common Share

         Basic earnings per common share is computed by dividing net income
available to common shareholders by the weighted average number of common shares
outstanding for the periods presented. Diluted earnings per common share also
includes the dilutive effect of potential common shares (primarily dilutive
stock options) outstanding for the periods presented. The following represents a
reconciliation from basic earnings per share to diluted earnings per share:

<TABLE>
<CAPTION>
                                                                  Thirteen Week Periods      Twenty-Six Week Periods
                                                              ---------------------------  ---------------------------
                                                                 2002           2001          2002           2001
                                                              ------------  -------------  ------------   ------------
<S>                                                                <C>            <C>           <C>            <C>
(In thousands, except for per share data)

Determination of shares:
     Average common shares outstanding                             16,212         16,030        16,170         15,932
     Assumed conversion of dilutive stock options and awards          460              -           460              -
                                                              ------------  -------------  ------------   ------------

Diluted average common shares outstanding                          16,672         16,030        16,630         15,932
                                                              ------------  -------------  ------------   ------------

Basic earnings (loss) per common share before
  extraordinary loss                                                 0.10          (0.19)         0.15          (0.25)
Diluted earnings (loss) shares per common share before
  extraordinary loss                                                 0.10          (0.19)         0.15          (0.25)
</TABLE>

Total Other Comprehensive Income (Loss)

         Total other comprehensive income (loss) for the 13 and 26 week periods
ended August 3, 2002 and August 4, 2001 is as follows (000's omitted):

<TABLE>
<CAPTION>
                                              Thirteen Week Periods              Twenty-Six Week Periods
                                            -------------------------             -----------------------
                                              2002             2001                2002             2001
                                             ------           ------              ------           ------
<S>                                         <C>               <C>                 <C>              <C>
Net loss                                    (5,686)           (3,014)             (4,820)          (3,984)
Cumulative translation income (loss)          (117)               (9)                  5             (170)
                                       ------------     -------------       -------------     ------------
Total other comprehensive loss              (5,803)           (3,023)             (4,815)          (4,154)
                                       ============     =============       =============     ============
</TABLE>


(2)    GOODWILL AND OTHER INTANGIBLE ASSETS

         The Company adopted SFAS 142 in the first quarter of fiscal 2002. This
statement requires that goodwill and certain intangible assets deemed to have
indefinite lives will no longer be amortized, but instead, will be subject to
reviews for impairment annually, or more frequently if certain indicators arise.
With the adoption of this statement, the Company ceased amortization of goodwill
and tradenames as of February 3, 2002.

         The Company completed the transitional impairment testing of goodwill
and tradenames during the second quarter of fiscal 2002 as required by SFAS 142.
Based on the findings of its outside valuation advisor, the Company has
concluded that there was no impairment at the adoption date of the new
accounting standard, effective February 3, 2002. The Company has elected to
perform its annual tests for potential impairment as of the first day of the
Company's fourth fiscal quarter.

         The following table provides the comparable effects of adopting SFAS
142 for the 13 and 26 week periods ended August 3, 2002 and August 4, 2001.



                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                        Thirteen Week Periods           Twenty-Six Week Periods
                                                      ------------------------         ------------------------
                                                         2002            2001             2002            2001
                                                      ---------        -------         ---------        -------
                                                              (In thousands, except per share amounts)
<S>                                                   <C>              <C>             <C>              <C>
Income (loss):
     Reported income (loss)                           $  (5,686)       $(3,014)        $  (4,820)       $(3,984)
     Goodwill amortization - Cole Vision                      -            707                 -          1,414
     Goodwill amortization - Things Remembered                -            237                 -            474
     Tradename amortization - Cole Vision                     -            309                 -            618
     Related tax adjustment                                   -           (170)                -           (340)
                                                      ---------        -------         ---------        -------

     Adjusted income (loss)                           $  (5,686)       $(1,931)        $  (4,820)       $(1,818)
                                                      =========        =======         =========        =======

Basic earnings (loss) per share:
     Reported income (loss)                           $   (0.35)       $ (0.19)        $   (0.30)       $ (0.25)
     Goodwill and tradename amortization,
         net of tax                                           -           0.07                 -           0.14

                                                      ---------        -------         ---------        -------
     Adjusted income (loss)                           $   (0.35)       $ (0.12)        $   (0.30)       $ (0.11)
                                                      =========        =======         =========        =======

Diluted earnings (loss) per share:
     Reported income (loss)                           $   (0.34)       $ (0.19)        $   (0.29)       $ (0.25)
     Goodwill and tradename amortization,
         net of tax                                           -           0.07                 -           0.14
                                                      ---------        -------         ---------        -------

     Adjusted income (loss)                           $   (0.34)       $ (0.12)        $   (0.29)       $ (0.11)
                                                      =========        =======         =========        =======
</TABLE>


           Other intangible assets consist of (In thousands):

<TABLE>
<CAPTION>
                                           2002            2001
                                        ------------    ------------

<S>                                        <C>             <C>
       Tradename                           $ 49,460        $ 49,460
       Noncompete agreements                    840             840
       Contracts                              3,460           3,460
                                        ------------    ------------
                                             53,760          53,760
       Accumulated amortization              (7,922)         (7,614)
                                        ------------    ------------
       Other intangibles, net              $ 45,838        $ 46,146
                                        ============    ============
</TABLE>






         The net carrying amount of goodwill at August 3, 2002, by business
segment, was $64.2 million at Cole Vision and $21.4 million at Things
Remembered. The decrease in the net carrying amount of $757 for goodwill and was
due to a foreign currency translation of goodwill at Cole Vision. The net
carrying amount of other intangibles of $45.8 million at August 3, 2002 was
primarily attributable to the Cole Vision segment. Amortization of other
intangibles was $308,000 for the twenty-six week periods ended August 3, 2002.

(3)    LONG-TERM DEBT

         On May 22, 2002, Cole National Group issued $150.0 million of 8-7/8%
Senior Subordinated Notes that mature on May 15, 2012. Interest on the notes is
payable semi-annually on each May 15 and November 15, commencing November 15,
2002.

         Net proceeds from the 8-7/8% note offering, together with cash on hand,
were used to retire $150.0 million of 9-7/8% Senior Subordinated Notes due 2006
and pay premiums and other costs associated with retiring those notes. The
Company's results for fiscal 2002 included an extraordinary loss on early
extinguishment of debt of approximately $7.2 million, net of an income tax
benefit of approximately $3.9 million, representing the payment of premiums and
other costs of retiring the notes and the write-offs of unamortized discount and
deferred financing fees.

                  On August 22, 1997, Cole National Group issued $125.0 million
of 8-5/8% Senior Subordinated Notes that mature in 2007 with no earlier
scheduled redemption or sinking fund payments. Interest on the 8-5/8% notes is
payable semi-annually on February 15 and August 15.



                                       7
<PAGE>
         The 8-5/8% notes and the 8-7/8% notes are general unsecured obligations
of Cole National Group, subordinated in right of payment to senior indebtedness
of Cole National Group and senior in right of payment to any current or future
subordinated indebtedness of Cole National Group.

         The indentures pursuant to which the 8-5/8% notes and the 8-7/8% notes
were issued restrict dividend payments to the Company. The indentures also
contain certain optional and mandatory redemption features and other financial
covenants. Cole National Group was in compliance with these covenants at August
3, 2002.

         On April 23, 1999, the Company issued a $10.0 million promissory note
bearing interest at 5.0% per annum in recognition of a commitment to contribute
$10.0 million to a leading medical institution, supporting the development of a
premier eye care research and surgical facility. The note requires a $5.0
million principal payment to be made on April 23, 2004, and principal payments
in the amount of $1.0 million to be made on the anniversary date of the note
each successive year through 2009. Interest only is payable annually for the
first 5 years, and thereafter with each payment of principal.

         The Company has no significant principal payment obligations under its
outstanding indebtedness until the $5.0 million principal payment due in 2004
under the 5.0% promissory note and until 2007, when the $125.0 million Senior
Subordinated debt is due.

         Subsequent to August 3, 2002, the Company entered into interest rate
swap agreements to take advantage of favorable market interest rates. These
agreements require the Company to pay an average floating interest rate based on
six-month LIBOR plus 4.5375% to a counter party while receiving a fixed
interest rate on a portion of the Company's $125.0 million 8-5/8% Senior
Subordinated Notes due 2007. The counter party is a major commercial bank. The
agreements mature August 15, 2007 and qualify as fair value hedges. The
aggregate notional amount of the interest rate swap agreements is $50.0 million.

(4)      CREDIT FACILITY

         The operating subsidiaries of Cole National Group, Inc. have a working
capital commitment of $75.0 million that extends until May 31, 2006. Borrowings
under the credit facility presently bear interest based on leverage ratios of
Cole National Group at a rate equal to either (a) the Eurodollar Rate plus 2.25%
or (b) 1.25% plus the highest of (i) the CIBC prime rate, (ii) the three-week
moving average of the secondary market rates for three-month certificates of
deposit plus 1.0% or (iii) the federal funds rate plus 0.5%. Cole National Group
pays a commitment fee of between 0.50% and 0.75% per annum on the total unused
portion of the facility based on the percentage of revolving credit commitments
used. The Company and Cole National Group guarantee this credit facility. The
credit facility is secured by the assets of the operating subsidiaries of Cole
National Group, Inc.

         The credit facility requires the principal operating subsidiaries of
Cole National Group to comply with various operating covenants that restrict
corporate activities, including covenants restricting the ability of the
subsidiaries to incur additional indebtedness, pay dividends, prepay
subordinated indebtedness, dispose of certain investments or make acquisitions.
The credit facility also requires the subsidiaries of Cole National Group to
comply with certain financial covenants, including covenants regarding minimum
interest coverage and maximum leverage.

         The credit facility restricts dividend payments to Cole National Group
from its subsidiaries to amounts needed to pay interest on the 8-7/8% notes and
the 8-5/8% notes, and certain amounts related to taxes, along with up to 0.25%
of Cole National Group's consolidated net revenue annually for other direct
expenses of the Company or Cole National Group. The credit facility restricts
dividend payments to Cole National Group in an aggregate amount not to exceed
$50.0 million to allow for the repurchase of Senior Subordinated Notes.

         No borrowings under the credit facility were outstanding as of
August 3, 2002 and August 4, 2001. There were no borrowings during the second
quarter of fiscal 2002 and fiscal 2001.



                                       8
<PAGE>
(5)    SEGMENT INFORMATION

         Information on the Company's reportable segments is as follows (dollars
in thousands):

<TABLE>
<CAPTION>
                                                       Thirteen Week Periods         Twenty-Six Week Periods
                                                     ------------------------        ------------------------
                                                       2002            2001            2002            2001
                                                     --------        --------        --------        --------

<S>                                                  <C>             <C>             <C>             <C>
Net revenue:
     Cole Vision                                     $218,079        $201,431        $451,049        $420,260
     Things Remembered                                 74,311          73,903         126,782         126,848
                                                     --------        --------        --------        --------
          Total net revenue                          $292,390        $275,334        $577,831        $547,108
                                                     ========        ========        ========        ========


Operating income:
     Cole Vision                                     $  2,906        $  1,673        $ 16,197        $ 12,973
     Things Remembered                                  9,795          10,922           7,956           9,690
                                                     --------        --------        --------        --------
          Total segment operating income               12,701          12,595          24,153          22,663
      Unallocated amounts:
          Corporate expenses                         $  2,831        $  2,767        $  5,905        $  5,427
                                                     --------        --------        --------        --------
     Total operating income                             9,870           9,828          18,248          17,236
     Interest and other (income) expense, net           4,686           6,391          10,175          12,690
                                                     --------        --------        --------        --------
     Income before income taxes                      $  5,184        $  3,437        $  8,073        $  4,546
                                                     ========        ========        ========        ========
</TABLE>


(6)    COMMITMENTS AND CONTINGENCIES

         The Company leases a substantial portion of its computers, equipment
and facilities including laboratories, office and warehouse space, and retail
store locations. These leases generally have initial terms of up to 10 years and
often contain renewal or purchase options. Operating and capital lease
obligations are based upon contractual minimum rates and, in most leases
covering retail store locations, additional rents are payable based on store
sales. In addition, Cole Vision operates departments in various host stores
paying occupancy costs solely as a percentage of sales under agreements
containing short-term cancellation clauses. Generally, the Company is required
to pay taxes and normal expenses of operating the premises for laboratory,
office, warehouse and retail store leases; the host stores pay these expenses
for departments operated on a percentage-of-sales basis.

         The Company guarantees future minimum lease payments for certain store
locations leased directly by franchisees. These guarantees totaled approximately
$13.7 million and $14.0 million as of February 2, 2002 and August 3, 2002.
Performance under a guarantee by the Company is triggered by default of a
franchisee in their lease commitment. Generally, these guarantees also extend to
payments of taxes and other normal expenses payable under these leases, the
amounts of which are not readily quantifiable. Many of the guarantees are
limited to periods that are less than the full term of the leases involved.

        Agreements between HAL, the Company and members of Pearle Europe
management require HAL and the Company to periodically offer to purchase Pearle
Europe shares held by the members of Pearle Europe Management. These offers are
required to be made (1) not later than September 3, 2003, (2) in May 2005, and
(3) biannually in May commencing in 2007. The obligations to fund the purchase
of any shares as to which the offer to purchase is accepted are pro rata to HAL
and to the Company based on their respective ownership interests on the date of
the offer. HAL and the Company have not yet agreed on the price to offer this
year or on the process to agree to the price or on the source of funding for
any purchases. Funds could be derived from payments by Pearle Europe, from the
separate resources of HAL and the Company, or from financings. In the event
that all of Pearle Europe's managers who are entitled to receive an offer to
purchase their shares were to accept that offer, the resulting obligation to
the Company could be material. The Company believes that it will have
sufficient liquidity to meet the obligation, if any, that may result from their
commitment in fiscal 2003.

(7)    LEGAL PROCEEDINGS

        The State of California has obtained a preliminary injunction in July
2002 in a case brought against the Company, Pearle Vision and other subsidiaries
regarding Pearle Vision Centers and Pearle Vision Care, Inc. The terms of the
injunction are not expected to have any material effect on the Company's
operations. Although we believe we are in compliance with California law and
intend to continue to defend the case vigorously, we may be required to further
modify our activities or might be required to pay damages and/or restitution in
currently undeterminable amounts if we are not successful, the cost of which, as
well as continuing defense costs, might have a material adverse effect on our
operating results in one or more periods.

        A class action complaint was filed in a case brought against the
Company's subsidiary, Things Remembered, Inc., alleging violation of
California's wage and hour laws. The case is in its early stages and the Company
intends to vigorously defend the suit. We may be required to modify our
activities and pay damages and/or restitution in currently undeterminable
amounts if the plaintiffs prevail, the cost of which, as well as continuing
defense costs, might have a material adverse impact on our operating results in
one or more periods.

                                       9
<PAGE>
         In the ordinary course of business, the Company is involved in various
other legal proceedings. The Company is of the opinion that the ultimate
resolution of these matters will not have a material adverse effect on the
results of operations, liquidity or financial position of the Company.

(8)    RESTATEMENT

         Subsequent to the issuance of the Company's consolidated financial
statements for the second quarter of fiscal 2002, the Company determined it
needed to restate its previously issued financial statements for numerous items,
each of which was an "error" within the meaning of Accounting Principles Board
(APB) Opinion No. 20, "Accounting Changes". In addition to the restatement of
its annual financial statements, the Company has also restated its previously
issued quarterly financial statements for fiscal years 2002 and 2001.

Recognition of Revenues Earned on the Sale of Extended Warranty Contracts.
Customers purchasing eyeglasses from the Company's retail stores are offered the
option of buying a warranty for up to two years, paying in full for the warranty
at the time of sale. The Company historically recognized the revenue at the time
of the sale. The Company has made restatement adjustments to record the warranty
payment received at the time of the sale as deferred revenue and recognizes the
revenue on a straight-line basis over the warranty period.

Other Revenue Recognition Adjustments. Previously, the Company recognized
certain sales transactions as revenue when the customer placed the order and a
deposit was taken. Restatement adjustments were made to defer such revenue until
customer receipt or when the related goods were shipped direct to the
customer and all significant obligations of the Company were satisfied. In
addition, revenue adjustments have been made to establish adequate allowances
for returns and remakes. Historically, the Company had recorded returns and
remakes based on actual product returned during the period.

Valuation of Long-lived Assets. Historically, the Company did not consider
certain mature stores with negative cash flows in its asset impairment tests. In
addition, in testing for SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" (SFAS 121)
impairment, the Company did not allocate goodwill to the respective stores. As
part of the restatement, the Company applied a methodology which includes all
mature stores in its asset impairment tests and includes an allocation of
goodwill for years prior to fiscal 2002. The restated financial statements also
reflect the recognition of losses on the disposal of fixed assets in the
appropriate periods. Additional adjustments were made to record depreciation
expense for certain depreciable fixed assets which were not previously being
depreciated. Also included is an adjustment to record capital lease assets and
the corresponding lease obligation for leases that had previously been accounted
for as operating leases.

Inventories and Cost of Goods Sold. The Company's restated financial statements
reflect adjustments relating to inventories and cost of goods sold primarily to
(i) recognize obsolescence reserves in appropriate periods and amounts, correct
calculation errors and recognize certain inventory costs in appropriate periods
and (ii) reflect certain vendor allowances previously recorded in operations but
not yet earned as a reduction in the inventory balances.

Accruals for Operating Expenses. Historically, the Company did not always record
changes in estimates in the period of change, and established accruals for
certain expenses that had not yet been incurred. The restated financial
statements reflect adjustments to recognize certain operating expenses in the
period in which they were incurred and to record the corresponding liability for
those items not paid at the end of the period. Such operating expenses primarily
consist of advertising, self-insurance, IBNR claims, retirement and post
employment benefits, vacation, allowance for uncollectible accounts and
miscellaneous operating expenses.

1998 Settlement from Former Owner of Pearle. The Company's 1998 financial
statements included the recognition of $6.0 million of income from a $13.0
million cash settlement with the former owner of Pearle. The terms of the
related agreement included the settlement of certain claims and indemnifications
associated with the purchase agreement. In addition, as part of the settlement,
the Company agreed to assume certain contingent liabilities from the former
owner. The restated financial statements reflect the treatment of this $6.0
million from the settlement as an adjustment to the purchase price of Pearle,
thereby reducing the goodwill that was established in connection with the Pearle
acquisition and associated amortization expense.


                                       10
<PAGE>
Investment in Pearle Europe. The Company owns a 21% equity interest in Pearle
Europe, B.V. ("Pearle Europe") which operates a retail optical business in
Europe. HAL Holding N.V. ("HAL"), a Dutch investment Company, owns 68% of Pearle
Europe and individual members of Pearle Europe's management own the remaining
11%. The Company has owned its interest in Pearle Europe and predecessor
companies since 1996. The Company has historically accounted for its investment
in Pearle Europe under the equity method, pursuant to which the Company's net
income has included its equity share in Pearle Europe's earnings. Under APB
Opinion 18 "The Equity Method of Accounting for Investments in Common Stock,"
use of the equity method is appropriate when an investor has the ability to
exercise significant influence over the operating and financial policies of the
investee. The Company has one of five seats on Pearle Europe's Supervisory
Board, and the Pearle Europe management shareholders control one seat. HAL
controls two seats, and appoints the President of the Supervisory Board, with
the consent of the Company. Between 1996 and June 2000, the contractual
arrangements between the parties gave the Company the ability to exercise
significant influence over the operating and financial policies of Pearle
Europe. In Pearle Europe's early years, the Company provided management advice
and support. The contractual relationships between the parties changed
significantly in June 2000, so that the Company no longer had the ability to
exercise significant influence over the operating and financial policies of
Pearle Europe. The restated financial statements reflect a change in the
Company's method of accounting for its investment in Pearle Europe from the
equity method of accounting to the cost method of accounting beginning with the
third quarter of 2000. Under the cost method, the Company has recorded its
investment in the Pearle Europe shares at the carrying values as of the end of
second quarter fiscal 2000. Starting at the same time, the Company included
foreign currency gains and losses related to the Pearle Europe notes in net
income. The Company will recognize as income any dividends received from Pearle
Europe that are distributed from Pearle Europe's net accumulated earnings.

Deferred Income Taxes and Income Tax Liabilities. The Company reviewed all of
its temporary differences and loss and tax credit carryforwards, and made
adjustments to its deferred tax assets and liabilities. Adjustments were made to
provide for state and local income tax deferred tax assets and liabilities,
which were previously not recorded. The Company evaluated the adequacy of the
tax liabilities established for the current and open tax years and adjusted the
amounts maintained in the tax liability accounts. Also included is the tax
effect of the restatement items.

Summary. This Form 10-Q for the quarterly period ended August 3, 2002 is being
filed at the completion of the restatement process, and at the same
time as the filing of the Company's Form 10-K for the fiscal year ended February
1, 2003. The comparative financial information for the prior year set forth in
the financial statements of this Form 10-Q have been restated.



                                       11
<PAGE>
CONSOLIDATED BALANCE SHEET AS OF AUGUST 3, 2002


<TABLE>
<CAPTION>
                                                                       As
                                                                   Previously
                                                                    Reported         Adjustments       As Restated
                                                                   ----------        -----------       -----------
                                                                                 (Dollars in thousands)
<S>                                                                 <C>               <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents                                       $  48,931         $     (27)        $  48,904
    Accounts receivable, net of allowances                             44,574                39            44,613
    Current portion of notes receivable                                 2,899              --               2,899
    Inventories                                                       118,318             7,652           125,970
    Refundable income taxes                                               458              (458)             --
    Prepaid expenses and other                                         22,088             6,225            28,313
    Deferred income taxes                                                 547            26,779            27,326
                                                                    ---------         ---------         ---------
        Total current assets                                          237,815            40,210           278,025

Property and equipment, at cost                                       303,851            11,130           314,981
    Less - accumulated depreciation and amortization                 (182,391)          (11,962)         (194,353)
                                                                    ---------         ---------         ---------
        Total property and equipment, net                             121,460              (832)          120,628


Notes receivable, excluding current portion, less allowances           20,706               904            21,610
Deferred income taxes and other assets                                 80,509             4,233            84,742
Other intangibles, net                                                   --               2,846             2,846
Tradenames, net                                                        42,992              --              42,992
Goodwill, net                                                         103,551           (18,009)           85,542
                                                                    ---------         ---------         ---------
        Total assets                                                $ 607,033         $  29,352         $ 636,385
                                                                    =========         =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                               $      50         $     217         $     267
    Accounts payable                                                   53,590             5,951            59,541
    Accrued interest                                                    7,970              (280)            7,690
    Accrued liabilities and deferred revenues                          83,358            49,696           133,054
    Accrued income taxes                                                  743             8,306             9,049
                                                                    ---------         ---------         ---------
        Total current liabilities                                     145,711            63,890           209,601

Long term debt, net of discount and current portion                   285,000               546           285,546
Other long term liabilities                                            17,073            18,847            35,920

Stockholders' equity                                                  159,249           (53,931)          105,318

                                                                    ---------         ---------         ---------
        Total liabilities and stockholders' equity                  $ 607,033         $  29,352         $ 636,385
                                                                    =========         =========         =========
</TABLE>


                                     12
<PAGE>
CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 2, 2002


<TABLE>
<CAPTION>
                                                                  As
                                                              Previously
                                                               Reported    Adjustments  As Restated
                                                              ----------   -----------  -----------
                                                                       (Dollars in thousands)
<S>                                                            <C>          <C>          <C>
ASSETS
Current assets:
    Cash and cash equivalents                                  $  63,656    $    (238)   $  63,418
    Accounts receivable, net of allowances                        39,609        1,756       41,365
    Current portion of notes receivable                            2,926         (102)       2,824
    Inventories                                                  111,098        8,105      119,203
    Refundable income taxes                                          502         (502)           -
    Prepaid expenses and other                                    22,757        6,457       29,214
    Deferred income taxes                                            477       26,775       27,252
                                                               ---------    ---------    ---------
        Total current assets                                     241,025       42,251      283,276

Property and equipment, at cost                                  297,649        7,770      305,419
    Less - accumulated depreciation and amortization            (174,300)     (10,685)    (184,985)
                                                               ---------    ---------    ---------
        Total property and equipment, net                        123,349       (2,915)     120,434


Notes receivable, excluding current portion, less allowances      19,056        1,137       20,193
Deferred income taxes and other assets                            74,220        5,782       80,002
Other intangibles, net                                                 -        3,154        3,154
Tradenames, net                                                   42,992            -       42,992
Goodwill, net                                                    103,552      (18,009)      85,543
                                                               ---------    ---------    ---------
        Total assets                                           $ 604,194    $  31,400    $ 635,594
                                                               =========    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                          $      85    $     174    $     259
    Accounts payable                                              57,647        7,477       65,124
    Accrued interest                                               6,539          209        6,748
    Accrued liabilities and deferred revenues                     79,722       48,256      127,978
    Accrued income taxes                                           3,501        5,103        8,604
                                                               ---------    ---------    ---------
        Total current liabilities                                147,494       61,219      208,713

Long term debt, net of discount and current portion              284,318          256      284,574
Other long term liabilities                                       16,775       17,216       33,991

Stockholders' equity                                             155,607      (47,291)     108,316

                                                               ---------    ---------    ---------
        Total liabilities and stockholders' equity             $ 604,194    $  31,400    $ 635,594
                                                               =========    =========    =========
</TABLE>


                                       13
<PAGE>
FOR THE QUARTER ENDED AUGUST 3, 2002

<TABLE>
<CAPTION>
                                                             As Previously
                                                                Reported        Adjustments      As Restated
                                                             -------------     -------------    -------------
                                                                 (In thousands, except per share amounts)

<S>                                                             <C>               <C>             <C>
Net revenue                                                     $ 288,857         $ 3,533         $ 292,390

Cost and expenses:
     Cost of goods sold                                            94,520             707            95,227
     Operating expenses                                           185,234           2,059           187,293
     Goodwill and tradename amortization                                -               -                 -
                                                                ---------         -------         ---------
          Total costs and expenses                                279,754           2,766           282,520
                                                                ---------         -------         ---------

Operating income                                                    9,103             767             9,870

Interest and other (income) expense:
     Interest expense                                               6,947             (38)            6,909
     Interest and other (income)                                     (613)         (1,610)           (2,223)
                                                                ---------         -------         ---------
          Total interest and other (income) expense, net            6,334          (1,648)            4,686
                                                                ---------         -------         ---------

Income before income taxes                                          2,769           2,415             5,184

Income tax provision (benefit)                                      1,108           2,520             3,628
                                                                ---------         -------         ---------

Income (loss) after taxes                                           1,661            (105)            1,556

Equity in net income of Pearle Europe                               1,030          (1,030)                -
                                                                ---------         -------         ---------

Income (loss) before extraordinary loss                             2,691          (1,135)            1,556

Extraordinary loss on early extinguishment of debt                 (7,634)            392            (7,242)
                                                                ---------         -------         ---------

Net income (loss)                                               $  (4,943)        $  (743)        $  (5,686)
                                                                =========         =======         =========


Basic earnings (loss) per common share:
     Income before extraordinary loss                           $    0.16         $ (0.06)        $    0.10
     Extraordinary loss                                             (0.47)           0.02             (0.45)
                                                                ---------         -------         ---------
     Net income (loss)                                          $   (0.31)        $ (0.04)        $   (0.35)
                                                                =========         =======         =========

Diluted earnings (loss) per common share:
     Income before extraordinary loss                           $    0.16         $ (0.06)        $    0.10
     Extraordinary loss                                             (0.46)           0.02             (0.44)
                                                                ---------         -------         ---------
     Net income (loss)                                          $   (0.30)        $ (0.04)        $   (0.34)
                                                                =========         =======         =========
</TABLE>



                                       14
<PAGE>
FOR THE QUARTER ENDED AUGUST 4, 2001

<TABLE>
<CAPTION>
                                                              As Previously
                                                                Reported        Adjustments      As Restated
                                                              -------------    ------------     -------------
                                                                  (In thousands, except per share amounts)

<S>                                                             <C>               <C>             <C>
Net revenue                                                     $ 273,348         $ 1,986         $ 275,334

Cost and expenses:
     Cost of goods sold                                            91,307          (1,278)           90,029
     Operating expenses                                           171,374           2,850           174,224
     Goodwill and tradename amortization                            1,436            (183)            1,253
                                                                ---------         -------         ---------
          Total costs and expenses                                264,117           1,389           265,506
                                                                ---------         -------         ---------

Operating income                                                    9,231             597             9,828

Interest and other (income) expense:
     Interest expense                                               7,010             419             7,429
     Interest and other (income)                                     (787)           (251)           (1,038)
                                                                ---------         -------         ---------
          Total interest and other (income) expense, net            6,223             168             6,391
                                                                ---------         -------         ---------

Income before income taxes                                          3,008             429             3,437

Income tax provision                                                1,786           4,665             6,451
                                                                ---------         -------         ---------

Income (loss) after taxes                                           1,222          (4,236)           (3,014)

Equity in net income of Pearle Europe                                 237            (237)                -
                                                                ---------         -------         ---------

Net income (loss)                                               $   1,459         $(4,473)        $  (3,014)
                                                                =========         =======         =========


Earnings (loss) per common share:
     Basic                                                      $    0.09         $ (0.28)        $   (0.19)
     Diluted                                                    $    0.09         $ (0.28)        $   (0.19)
</TABLE>












                                       15
<PAGE>
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 3, 2002

<TABLE>
<CAPTION>
                                                             As Previously
                                                                Reported        Adjustments      As Restated
                                                             -------------     ------------     -------------
                                                                  (In thousands, except per share amounts)

<S>                                                             <C>               <C>             <C>
Net revenue                                                     $ 578,966         $(1,135)        $ 577,831

Cost and expenses:
     Cost of goods sold                                           190,168          (3,419)          186,749
     Operating expenses                                           368,621           4,213           372,834
     Goodwill and tradename amortization                                -               -                 -
                                                                ---------         -------         ---------
          Total costs and expenses                                558,789             794           559,583
                                                                ---------         -------         ---------

Operating income (loss)                                            20,177          (1,929)           18,248

Interest and other (income) expense:
     Interest expense                                              14,076            (125)           13,951
     Interest and other (income)                                   (1,246)         (2,530)           (3,776)
                                                                ---------         -------         ---------
          Total interest and other (income) expense, net           12,830          (2,655)           10,175
                                                                ---------         -------         ---------

Income before income taxes                                          7,347             726             8,073

Income tax provision                                                2,939           2,712             5,651
                                                                ---------         -------         ---------

Income after taxes                                                  4,408          (1,986)            2,422

Equity in net income of Pearle Europe                               1,826          (1,826)                -
                                                                ---------         -------         ---------

Income before extraordinary loss                                    6,234          (3,812)            2,422

Extraordinary loss on early extinguishment of debt                 (7,634)            392            (7,242)
                                                                ---------         -------         ---------

Net income (loss)                                               $  (1,400)        $(3,420)           (4,820)
                                                                =========         =======         =========

Basic earnings (loss) per common share:
    Income before extraordinary loss                            $    0.39         $ (0.24)        $    0.15
    Extraordinary loss                                              (0.48)           0.03             (0.45)
                                                                ---------         -------         ---------
    Net income (loss)                                           $   (0.09)        $ (0.21)        $   (0.30)
                                                                =========         =======         =========

Diluted earnings (loss) per common share:
    Income before extraordinary loss                            $    0.38         $ (0.23)        $    0.15
    Extraordinary loss                                              (0.46)           0.02             (0.44)
                                                                ---------         -------         ---------
    Net income (loss)                                           $   (0.08)        $ (0.21)        $   (0.29)
                                                                =========         =======         =========
</TABLE>





                                       16
<PAGE>
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 4, 2001

<TABLE>
<CAPTION>
                                                             As Previously
                                                                Reported        Adjustments      As Restated
                                                             -------------     ------------     -------------
                                                                  (In thousands, except per share amounts)

<S>                                                             <C>               <C>             <C>
Net revenue                                                     $ 543,639         $ 3,469         $ 547,108

Cost and expenses:
     Cost of goods sold                                           179,029          (3,823)          175,206
     Operating expenses                                           345,277           6,883           352,160
     Goodwill and tradename amortization                            2,898            (392)            2,506
                                                                ---------         -------         ---------
          Total costs and expenses                                527,204           2,668           529,872
                                                                ---------         -------         ---------

Operating income                                                   16,435             801            17,236

Interest and other (income) expense:
     Interest expense                                              14,068             960            15,028
     Interest and other (income)                                   (2,126)           (212)           (2,338)
                                                                ---------         -------         ---------
          Total interest and other (income) expense, net           11,942             748            12,690
                                                                ---------         -------         ---------

Income before income taxes                                          4,493              53             4,546

Income tax provision                                                2,574           5,956             8,530
                                                                ---------         -------         ---------

Income (loss) after taxes                                           1,919          (5,903)           (3,984)

Equity in net income of Pearle Europe                                 185            (185)                -
                                                                ---------         -------         ---------

Net income (loss)                                               $   2,104         $(6,088)        $  (3,984)
                                                                =========         =======         =========

Earning (loss) per common share:
    Basic                                                       $    0.13         $ (0.38)        $   (0.25)
    Diluted                                                     $    0.13         $ (0.38)        $   (0.25)
</TABLE>





                                       17

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         As discussed in Note 8 to the Consolidated Financial Statements the
Company's financial statements have been restated. See Note 8 to the Notes to
Consolidated Financial Statements, for a summary of the significant effects of
the restatement. The following discussion of the Company's financial condition
and results of operations gives effects to the restatement and should be read in
conjunction with the Consolidated Financial Statements and related notes.

OVERVIEW

         Cole National, primarily through the subsidiaries owned by its direct
subsidiary, Cole National Group, Inc., is a leading provider of optical products
and services and personalized gifts. The Company sells its products and services
through 2,492 company-owned retail locations and 446 franchised locations in 50
states, Canada and the Caribbean.

         Fiscal years end on the Saturday closest to January 31 and are
identified according to the calendar year in which they begin. For example, the
fiscal year ended February 2, 2002 is referred to as "fiscal 2001." The current
fiscal year, which ends February 1, 2003, is referred to as "fiscal 2002."
Fiscal 2002 and fiscal 2001 each consisted of 52 weeks.

         The Company has two reportable segments, Cole Vision and Things
Remembered. Most of Cole Vision's revenue represents sales of prescription
eyewear, accessories and services through its Cole Licensed Brands and Pearle
Vision retail locations. Cole Vision revenue also includes sales of merchandise
to franchisees, royalties based on franchise sales, initial franchise fees for
Pearle Vision and capitation revenue, administrative service fee revenue and
discount program service fees from its Cole Managed Vision business.

         Things Remembered's revenue represents sales of engraveable gift
merchandise, personalization and other services primarily through retail in-line
stores and kiosks. Things Remembered revenue also includes direct sales through
its e-commerce site, http://www.ThingsRemembered.com, sales through Things
Remembered catalogs and through affiliate programs direct to businesses.



                                       18
<PAGE>
RESULTS OF OPERATIONS

         The following table sets forth certain operating information for the
second quarter and first six months of fiscal 2002 and fiscal 2001. This
schedule and subsequent discussions should be read in conjunction with the
consolidated financial statements included in this Form 10-Q/A.

<TABLE>
<CAPTION>
                                                Second Quarter                             First Six Months
                                           ------------------------                    ------------------------
                                              2002         2001         Change            2002          2001         Change
                                           ----------   -----------   ----------       ----------    ----------    ---------
                                            (Dollars in millions)                       (Dollars in millions)

<S>                                          <C>           <C>              <C>          <C>           <C>              <C>
Net revenue:
    Cole Vision                              $ 218.1       $ 201.4          8.3 %        $ 451.0       $ 420.2          7.3 %
    Things Remembered                           74.3          73.9          0.5            126.8         126.9         (0.1)
                                           ----------   -----------                    ----------    ----------
        Total net revenue                    $ 292.4       $ 275.3          6.2 %        $ 577.8       $ 547.1          5.6 %

Gross margin:
    Cole Vision                              $ 143.4       $ 132.7          8.1 %        $ 298.6       $ 280.9          6.3 %
    Things Remembered                           53.8          52.6          2.3             92.5          91.0          1.6
                                           ----------   -----------                    ----------    ----------
        Total gross margin                   $ 197.2       $ 185.3          6.4 %        $ 391.1       $ 371.9          5.2 %

Operating expenses:
    Cole Vision                              $ 140.5       $ 130.0          8.1 %        $ 282.4       $ 265.9          6.2 %
    Things Remembered                           44.0          41.5          6.0             84.5          80.8          4.6
    Unallocated corporate                        2.9           2.8          3.6              6.0           5.5          9.1
                                           ----------   -----------                    ----------    ----------
        Total operating expense              $ 187.4       $ 174.3          7.5 %        $ 372.9       $ 352.2          5.9 %

Goodwill and tradename amortization
    Cole Vision                              $     -       $   1.0       (100.0)%        $     -       $   2.0       (100.0)%
    Things Remembered                              -           0.2       (100.0)               -           0.5       (100.0)
                                           ----------   -----------                    ----------    ----------
        Total goodwill and tradename
           amortization                      $     -       $   1.2       (100.0)%        $     -       $   2.5       (100.0)%

Operating income (loss):
    Cole Vision                              $   2.9       $   1.7         70.6 %        $  16.2       $  13.0         24.6 %
    Things Remembered                            9.8          10.9        (10.1)             8.0           9.7        (17.5)
    Unallocated corporate expenses              (2.9)         (2.8)         3.6             (6.0)         (5.5)         9.1
                                           ----------   -----------                    ----------    ----------
        Total operating income               $   9.8       $   9.8            -          $  18.2       $  17.2          5.8 %
                                           ==========   ===========                    ==========    ==========

Percentage of net revenue:
    Gross margin                                67.4 %        67.3 %        0.1             67.7 %        68.0 %       (0.3)
    Operating expenses                          64.1          63.3          0.8             64.5          64.4          0.1
    Goodwill and tradename amortization            -           0.4         (0.4)               -           0.5         (0.5)
                                           ----------   -----------                    ----------    ----------
        Operating income                         3.4 %         3.6 %       (0.2)             3.1 %         3.1 %        0.0
                                           ==========   ===========                    ==========    ==========


Number of retail locations at the end
    of the period
        Cole Licensed Brands                   1,296         1,225
        Pearle company-owned                     420           435
        Pearle franchised                        446           416
                                           ----------   -----------
            Total Cole Vision                  2,162         2,076
        Things Remembered                        776           780
                                           ----------   -----------
            Total Cole National                2,938         2,856
                                           ==========   ===========
</TABLE>






                                       19

<PAGE>
         As used in Item 2 of this Form 10-Q, same-store sales growth is a
non-GAAP financial measure, which includes deferred warranty sales on a cash
basis and does not reflect provisions for returns and remakes and certain other
items. The Company's current systems do not gather data on these items
on an individual store basis. Adjustments to the cash basis sales information
accumulated at the store level are made for these items on an aggregate basis.
As a retailer, the Company believes that a measure of same-store sales
performance is important for understanding its operations. The Company
calculates same-store sales for stores opened for at least twelve months. A
reconciliation of same-store sales to revenue is presented below in the section
"Reconciliation of Same-Store Sales Growth". Same-store sales growth follows:

                                                          2002
                                         --------------------------------------

                                          Second Quarter       First Six Months
                                         -----------------     -----------------

Cole Licensed Brands (U.S.)                    5.8%                  4.6%
Pearle Company-owned (U.S.)                    1.5%                  6.2%
     Total Cole Vision                         3.5%                  4.7%
Things Remembered                             (1.6%)                (2.2%)
     Total Cole National                       2.1%                  3.0%

Pearle franchise stores (U.S.)                 0.6%                  1.0%





         Same-store sales for Pearle U.S. franchise stores is a non-GAAP
financial measure that is provided for comparative purposes only. The Company
believes that its franchisees' method of reporting sales is consistent on a
year-to-year basis.

SECOND QUARTER FISCAL 2002 COMPARED TO SECOND QUARTER FISCAL 2001

CONSOLIDATED OPERATIONS

         Total revenues were $292.4 million in the second quarter of fiscal
2002, compared with $275.3 million in the same period of fiscal 2001. Total
revenues increased 6.2% in the second quarter, primarily attributable to a 2.1%
increase in same-store sales and an increase in the number of Target Optical
stores open.

         Gross margin was $197.2 million in the second quarter of fiscal 2002,
compared with $185.3 million in the same period of fiscal 2001, an increase of
6.4%. The gross margin dollar increase was primarily attributable to
improvements in net revenue at Cole Vision. The gross margin rate for the second
quarter was 67.4%, compared to 67.3% for the second quarter 2001. The increase
in gross margin rate for the second quarter was attributable to improvements in
gross margin rate at Things Remembered, offset by a slight decline in Cole
Vision. At Things Remembered, the gross margin rate improved from 71.2% to
72.4%. The improvement was due primarily to increases in the average dollar
sale.

         Operating expenses were $187.4 million in the second quarter of fiscal
2002, compared with $174.3 million in the same period of fiscal 2001, an
increase of 7.5%. The increase in operating expenses was primarily due to costs
incurred to support the increases in net revenue and the number of Target
Optical stores opened in the past twelve months. As a percentage of net revenue,
operating expenses were 64.1% compared to 63.3% for the second quarter 2001. The
increase in operating expense percent was primarily a result of higher operating
costs at Things Remembered. Operating expenses at Things Remembered increased
6.0% on a 0.5% increase in sales. Higher costs of store rent and occupancy and
increases in marketing were the primary reasons for the increase in operating
expense percent.

         The Company adopted SFAS 142 "Goodwill and Other Intangible Assets",
(SFAS 142), in the first quarter of fiscal 2002. SFAS 142 requires that goodwill
and certain intangibles deemed to have indefinite lives no longer be amortized,
but instead, will be subject to annual reviews for impairment. With the adoption
of this statement, the Company ceased amortization of goodwill and tradenames as
of February 3, 2002. The Company recorded a $1.2 million goodwill and tradename
amortization charge in the second quarter of fiscal 2001.

         Operating income was $9.8 million in the second quarter of fiscal 2002,
compared to $9.8 million in the same period of fiscal 2001. Improvements at Cole
Vision were offset by a decline in operating income at Things Remembered.


                                       20
<PAGE>
         Interest and other (income) expense, net, decreased $1.7 million in the
second quarter of fiscal 2002, compared to the comparable period of fiscal 2001.
The Company recorded a transaction gain of $1.3 million related to its
investment in notes and interest receivable from Pearle Europe in the second
quarter of fiscal 2002. This compared to a transaction loss of $0.1 million for
the comparable period of fiscal 2001. In addition, the Company recorded lower
interest expense in the second quarter of fiscal 2002, due to the replacement of
the $150.0 million 9-7/8% Senior Subordinated Notes with the issuance of 8-7/8%
Senior Subordinated Notes in May 2002. See Note 3 of the Notes to Consolidated
Financial Statement for further information regarding this transaction.

         The lower effective tax rate in 2002 was primarily due to
the elimination of goodwill amortization pursuant to the new accounting standard
and a reduction in the provision for valuation allowances related to deferred
tax assets for charitable contribution carryforwards.

COLE VISION SEGMENT

         Cole Vision revenues were $218.1 million in the second quarter of
fiscal 2002, compared with $201.4 million in the comparable period of fiscal
2001, an increase of 8.3%. Same-store sales for the second quarter of fiscal
2002 increased 5.8% at Cole Licensed Brands and 1.5% at Pearle Vision
company-owned stores, despite the difficult retail environment and a slowdown in
business in July. Same-store sales reflected an increase in the average
spectacle selling price and an increase in transactions at Target Optical.
Same-store sales increased 41.1% at Target Optical in the second quarter.

         The gross margin rate decreased slightly, 0.1%, from the prior year.

         Operating expenses as a percent of sales were slightly lower than the
prior year. Higher costs of advertising and store payroll at Cole Licensed
Brands to support the increase in net revenue and the number of Target Optical
locations opened in the past twelve months were offset by improvements at Cole
Managed Vision and Pearle Vision. The processing cost per claim was reduced as
the Company converted MetLife claims to its internal systems. At Pearle,
operating expense as a percent of revenues was lower due to improvements in
store payroll, as both hours worked per store week and average wage rate grew at
a lower rate than sales. In addition, a demutualization insurance credit was
recorded in the second quarter totaling $0.4 million at Cole Vision. The
Prudential Insurance company demutualized, converting from a mutual insurance
company to a publicly traded company and issued a dividend to its shareholders.

         Operating income at Cole Vision improved to $2.9 million in the second
quarter of fiscal 2002, compared to $1.7 million in the comparable period of
fiscal 2001. The cessation of goodwill and tradename amortization, which totaled
$1.0 million at Cole Vision during the second quarter of fiscal 2001, was the
primary reason for the improvement in operating income.

THINGS REMEMBERED SEGMENT

         Things Remembered sales were $74.3 million in the second quarter of
fiscal 2002, compared with $73.9 million in the comparable period of fiscal
2001, a 0.5% increase. Same-store sales declined 1.6% as fewer transactions
offset the increase in average selling price resulting from sales of new
merchandise at higher average unit prices, higher revenue from merchandise
personalization, and less merchandise sold at clearance prices.

         Gross margin as a percent of sales increased 1.2% in the second quarter
of fiscal 2002 compared to the comparable period of fiscal 2001, due primarily
to an increase in the average dollar sale.

         At Things Remembered, operating expenses grew 6.0% on a 0.5% increase
in sales. Store rent and occupancy charges increased in the second quarter due
to increases in insurance, taxes and other common area charges. In addition,
marketing expenses increased by $0.8 million due primarily to increased direct
mail marketing efforts to increase sales in the difficult retail environment.

         Operating income for the second quarter of 2002 was $9.8 million
compared to an operating income of $10.9 million in the comparable period of
2001. Higher store rent and occupancy charges and increases in marketing offset
the sales increase.



                                       21
<PAGE>
FIRST SIX MONTHS FISCAL 2002 COMPARED TO FIRST SIX MONTHS FISCAL 2001

CONSOLIDATED OPERATIONS

         Total revenue was $577.8 million for the first six months of fiscal
2002, compared to $547.1 million for the comparable period of fiscal 2001. Total
revenue increased 5.6% during this period, primarily attributable to a 3.0%
increase in same-store sales, an increase in the number of Target Optical stores
open, and an increase in revenues from managed vision care programs.

         Gross margin increased $19.2 million, or 5.2% in the first six months
of fiscal year 2002 compared to the same period a year ago. The gross margin
dollar increase was primarily attributable to improvements in net revenue at
Cole Vision. The gross margin rate decreased to 67.7% for the first six months
of fiscal 2002 from 68.0% in fiscal 2001 due to a 0.6 percentage point decrease
at Cole Vision offset by a 1.2 percentage point margin improvement at Things
Remembered. The gross margin rate at Cole Vision decreased at both Vision retail
businesses (further discussion is included in the Cole Vision segment). The
increase in gross margin rate at Things Remembered was due to increases in the
average dollar sale.

         Operating expenses increased $20.7 million, or 5.9% for the first six
months of fiscal 2002 compared to the same period in fiscal 2001. The increase
in operating expenses was primarily due to costs incurred to support the
increases in net revenue and the number of Target Optical stores opened in the
past twelve months. For the first six months, operating expenses as a percentage
of net revenue increased to 64.5% from 64.4% for the comparable period of fiscal
2001. The increase in operating expense percent was primarily a result of Things
Remembered's negative same-store sales and higher occupancy and advertising
expenses.

         The Company adopted SFAS 142 in the first quarter of fiscal 2002. SFAS
142 requires that goodwill and certain intangibles deemed to have indefinite
lives no longer be amortized, but instead, will be subject to annual reviews for
impairment. With the adoption of this statement, the Company ceased amortization
of goodwill and tradenames as of February 3, 2002. The Company recorded a $2.5
million goodwill and tradename amortization charge for the first six months of
fiscal 2001.

         Operating income for the first six months of fiscal 2002 was $18.2
million, compared with $17.2 million for the comparable period of fiscal 2001, a
5.8% improvement. The improvement in operating income for the first six months
reflected the elimination of goodwill and tradename amortization from adopting
SFAS 142 and improved operating earnings at Cole Vision. These were offset by
lower operating earnings at Things Remembered.

         Interest and other (income) expense, net, decreased to $10.2 million
for the first six months of fiscal 2002, compared to $12.7 million for the
comparable period of fiscal 2001. The Company recorded a transaction gain of
$2.0 million for the first six months of fiscal 2002, compared to a transaction
loss of $0.7 million for the comparable period of fiscal 2001. Interest expense
was also lower than the prior year, reflecting the refinancing of Cole National
Group's Senior Subordinated Note. (See Note 3 of the Notes to Consolidated
Financial Statements for further information regarding this transaction). These
improvements were partially offset by a $0.7 million gain from the sale of a
Dallas, Texas office facility in the first quarter of fiscal 2001.

         The lower effective tax rate in 2002 was primarily due to the
elimination of goodwill amortization pursuant to the new accounting standard and
a reduction in the provision for valuation allowances related to deferred tax
assets for charitable contribution carryforwards.

         The results for the first six months of fiscal 2002 include an
extraordinary loss on early extinguishment of debt of $7.2 million, net of an
income tax benefit of $3.9 million. The extraordinary charge represents payment
of premiums and other costs of retiring Cole National Group's 9-7/8% Senior
Subordinated Notes due 2006 and the write-offs of unamortized discount and
deferred financing fees. See the section below entitled "Liquidity and Capital
Resources" and Note 3 of the Notes To Consolidated Financial Statements for more
information regarding the early extinguishment of debt.



                                       22
<PAGE>
COLE VISION SEGMENT

         Cole Vision revenues were $451.0 million for the first nine months of
fiscal 2002, compared with $420.2 million for the comparable period of fiscal
2001. Same-store sales for the first six months of fiscal 2002 increased in all
retail vision brands, despite the difficult retail environment and a slowdown in
business in July. Cole Licensed Brands and Pearle Vision company-owned locations
increased same-store sales by 4.6% and 6.2%, respectively. Same-store sales
reflected an increase in the average spectacle selling price and strong
transaction increases at Target Optical. Same-stores sales increased 35.0% at
Target Optical for the first six months of fiscal 2002. Same-store sales
increases also reflected strong first quarter transaction increases at Pearle
Vision.

         Gross margin percent declined 0.6% for the first six months of fiscal
2002, compared to the comparable period in fiscal 2001. The decrease in vision
gross margin percent was due to more competitive pricing on contact lenses and
an increase in product sold to Pearle franchisees. Sales to franchisees, which
carry a lower margin rate, offer other benefits, including helping franchise
comparable store sales and producing a more uniform merchandise assortment and
consistent brand look across all stores.

         Operating expenses as a percent of sales declined at Cole Vision by
0.7% for the first six months of fiscal 2002, compared to the comparable period
of fiscal 2001. The reduction in operating expense percent was due primarily to
a reduction in the processing cost per claim at Cole Managed Vision and to lower
operating costs at Pearle Vision, primarily due to advertising costs which were
lower in the first six months of fiscal 2002 compared to the comparable period
in fiscal 2001.

         Operating income at Cole Vision improved to $16.2 million for the first
six months of fiscal 2002, compared to $13.0 million for the comparable period
of fiscal 2001. Improved operating earnings at Pearle Vision resulting from
higher revenues and lower advertising and nonstore expenses, the lower cost of
claims processing at Cole Managed Vision and the cessation of goodwill and
tradename amortization were the primary reasons for the increase. Goodwill and
tradename amortization at Cole Vision totaled $2.0 million during the first six
months of fiscal 2001. These improvements were offset by higher costs of payroll
and advertising at Target Optical to support the increase in revenues.

THINGS REMEMBERED SEGMENT

         Things Remembered sales were $126.8 million for the first six months of
fiscal 2002, slightly lower than the comparable period of fiscal 2001.
Same-store sales declined 2.2% as fewer transactions offset the increase in
average selling price resulting from sales of new merchandise at higher average
unit prices, higher revenue from merchandise personalization, and less
merchandise sold at clearance prices.

         Gross margin percent increased 1.2% at Things Remembered for the first
six months of fiscal 2002 compared to the comparable period of fiscal 2001. The
increase in margin rate was primarily attributable to a change in sales mix to
higher end product.

         At Things Remembered, operating expenses grew 4.6% on a slight decline
in sales. Store rent and occupancy charges increased for the first six months
due to increases in insurance, taxes and other common area charges. In addition,
marketing expenses increased by $0.9 million due primarily to increased direct
mail marketing efforts to increase sales in a difficult retail environment.

         Operating income decreased to $8.0 million for the first six months of
fiscal 2002, compared to $9.7 million in the comparable period of fiscal 2001.
Costs of rent, occupancy and advertising increased despite a slight decrease in
sales, resulting in the lower operating income.

RECONCILIATION OF SAME-STORE GROWTH

         Same-store sales growth is a non-GAAP financial measure, which includes
deferred warranty sales on a cash basis and does not reflect provisions for
returns and remakes and certain other items. The Company's current systems do
not gather data on these items on an individual store basis. Adjustments to the
cash basis sales information accumulated at the store level are made for these
items on an aggregate basis. As a retailer, the Company believes that a measure
of same-store performance is important for understanding its operations.



                                       23
<PAGE>
The Company calculates same-store sales for stores opened for at least twelve
months. A reconciliation of same-store sales to revenue reported on a GAAP basis
follows:


<TABLE>
<CAPTION>
                                                                2002
                                                 ------------------------------------
                                                   Thirteen              Twenty-Six
                                                  Week Period           Week Period
                                                 --------------        --------------
                                                            (In thousands)

<S>                                                  <C>                   <C>
Current year same-store sales                        $ 249,172             $ 498,966
Prior year same-store sales                            244,136               484,477
Percent Change                                            2.1%                  3.0%

Current year same-store sales                          249,172               498,966

Adjustment for:
   Sales at new and closed stores                        8,365                16,928
   Extended warranties                                      (9)               (2,150)
   Order vs. customer receipt                            2,605                  (362)
   Returns, remakes and refunds                            862                  (305)
   Other                                                   (48)                   (9)
                                                 --------------        --------------
        Store sales                                    260,947               513,068

Nonstore revenues                                       38,453                79,693

Intercompany eliminations                               (7,010)              (14,930)
                                                 --------------        --------------

GAAP Basis Net Revenue                               $ 292,390             $ 577,831
                                                 ==============        ==============
</TABLE>



LIQUIDITY AND CAPITAL RESOURCES

         Cole National Corporation's primary source of liquidity is funds
provided from operations of its operating subsidiaries. In addition, its wholly
owned subsidiary, Cole National Group, Inc., and its operating subsidiaries have
a working capital line of credit. As of August 3, 2002, the total commitment was
$75.0 million and availability under the credit facility totaled $60.3 million
after reduction for commitments under outstanding letters of credit. There were
no working capital borrowings outstanding at any time during the first six
months of fiscal 2002 or fiscal 2001.

         The credit facility, which is guaranteed by Cole National Corporation
and Cole National Group, requires Cole National Group and its principal
operating subsidiaries to comply with various operating covenants that restrict
corporate activities, including covenants restricting the ability of the
subsidiaries to incur additional indebtedness, pay dividends, prepay
subordinated indebtedness, dispose of certain investments or make acquisitions.
The credit facility also requires Cole National Group to comply with certain
financial covenants, including covenants regarding minimum interest coverage and
maximum leverage.

         On May 22, 2002, the Company issued $150.0 million of 8-7/8% Senior
Subordinated Notes due 2012. The notes are unsecured and mature on May 15, 2012.
Net proceeds from the notes offering, together with cash on hand, were used to
retire $150.0 million of 9-7/8% Senior Subordinated Notes due 2006 and pay
premium and other costs associated with retiring those notes. An extraordinary
loss on early extinguishment of debt of $7.2 million, net of an income tax
benefit of $3.9 million, representing the payment of premiums and other costs of
retiring the notes and write-offs of unamortized discount and deferred financing
fees, was recorded in the second quarter of fiscal 2002.

         The indentures pursuant to which the 8-5/8% notes and the 8-7/8% notes
were issued contain certain optional and mandatory redemption features and other
financial covenants, including restrictions on the ability of Cole National
Group to incur additional indebtedness, pay dividends or make other restricted
payments to Cole National Corporation.


                                       24
<PAGE>
The indentures permit dividend payments to Cole National Corporation for certain
tax obligations and for administrative expenses not to exceed 0.25% of net
sales. See Note 3 of the Notes to Consolidated Financial Statements. The Company
may from time to time purchase its outstanding notes in the open market or
refinance them depending on capital market conditions.

         No significant principal payment obligations are due under the
Company's outstanding indebtedness until April 2004, when a $5.0 million
principal payment is due under a 5.0% promissory note and until 2007, when the
$125.0 million Senior Subordinated debt is due. The ability of Cole National
Corporation and its subsidiaries to satisfy their obligations will be primarily
dependent upon the future financial and operating performance of the
subsidiaries and upon the Company's ability to renew or refinance borrowings or
raise additional capital through equity financing or sales of assets.

         Operations for the first six months provided $21.1 million of cash in
fiscal 2002 compared with $27.0 million in fiscal 2001. The primary reason for
the $5.9 million decrease in cash provided by operations was a change in working
capital. Changes in working capital resulted in a source of funds of $2.1
million in fiscal 2002, compared to a source of funds of $10.0 million in fiscal
2001. Changes in accounts payable and other liabilities resulted in a source of
cash of $7.7 million in fiscal 2002 compared to a source of cash of $3.7 million
in fiscal 2001. The increase in payables and other liabilities was due to timing
of purchases and payments. Changes in receivables and other assets resulted in a
use of funds of $2.2 million compared to a source of funds of $6.0 million in
fiscal 2001. The increase in receivables was primarily due to increases in sales
and corresponding receivables at Cole Vision. Changes in accrued and deferred
taxes resulted in a source of cash of $2.4 million in fiscal 2002, compared to a
source of cash totaling $8.4 million in fiscal 2001. The change was due to a
lower effective tax rate in fiscal 2002 compared to fiscal 2001. In addition,
the Company made a cash payment for income taxes of $3.1 million in fiscal 2002
compared with a payment of $0.1 million in fiscal 2001.

         Net cash from investing activities resulted in a use of funds of $16.7
million for the first six months of fiscal 2002 compared to a use of funds
totaling $26.1 million in the comparable period of fiscal 2001. Capital
expenditures, which accounted for most of the cash used for investing, were
$13.9 million and $19.2 million in fiscal 2002 and fiscal 2001, respectively.
The majority of capital expenditures were for store fixtures, equipment and
leasehold improvements for new stores and remodeling of existing stores.
Expenditures for systems development costs totaled $2.3 million and $4.6 million
for the first six months of fiscal 2002 and fiscal 2001, respectively. In fiscal
2001, net proceeds of $4.7 million were received from the sale of a Dallas
office facility. In fiscal 2001, the Company made a net investment in Pearle
Europe of $6.4 million in connection with Pearle Europe's acquisition of a
leading optical retail chain in Portugal. Of this amount, $4.7 million is
accounted for as notes receivable and $1.7 million as equity investment.

         Net cash used for financing activities totaled $19.0 million for the
first six months of fiscal 2002, compared to $3.1 million for the comparable
period of fiscal 2001. In May 2002, Cole National Group, Inc., issued $150.0
million of 8-7/8% Senior Subordinated Notes due May 2012. The net proceeds of
this issuance and cash on hand were used to retire all of Cole National Group's
$150.0 million 9-7/8% Senior Subordinated Notes due 2006. Finance fees and early
repayment premium of the 9-7/8% notes resulted in a net cash usage of $14.2
million. See Note 3 for further information regarding this transaction. Changes
in overdraft balances resulted in a use of cash of $5.9 million in fiscal 2002
compared to $3.4 million in fiscal 2001. The change was due to the timing of
payments.

         The Company believes that funds provided from operations, including
cash on hand, along with funds available under the credit facility will provide
adequate sources of liquidity to allow its operating subsidiaries to continue to
expand the number of stores and to fund capital expenditures and system
development costs.

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL COMMITMENTS

         The Company leases a substantial portion of its equipment and
facilities including laboratories, office and warehouse space, and retail
locations. In addition, Cole Vision operates departments in various host stores
and pays occupancy costs solely as a percentage of sales. A more complete
discussion of the Company's lease and license commitments is included in Note 6
of the Notes to Consolidated Financial Statements.

         The Company guarantees future minimum lease payments for certain store
locations leased directly by Pearle franchisees. The term of these guarantees
range from one to ten years of which many are limited to periods that are less
than the full term of the leases involved. A more complete discussion of the
Company's guarantees is included in Note 6 of the Notes to Consolidated
Financial Statements.



                                       25
<PAGE>
         In the second quarter, Cole National Group issued $150.0 million of
Senior Subordinated Notes due 2012 and retired all of its $150.0 million
Senior Subordinated Notes due 2006 as discussed above and in Note 3 of the Notes
to Consolidated Financial Statements. As a result, $150.0 million of the
Company's scheduled payments for contractual obligations as reported in its
latest annual report on Form 10-K have been shifted from due in the period "4-5
years" to due in the period "after 5 years".

         The Company's primary source of liquidity, other than cash on hand, is
the working capital line of credit discussed above and in Note 4 of the Notes to
Consolidated Financial Statements. This facility has been extended until May 31,
2006 and supports $14.7 million of standby letters of credit that are renewable
annually.

RECENTLY ISSUED ACCOUNTING STANDARDS

         The Company adopted SFAS 142, "Goodwill and Other Intangible Assets"
(SFAS 142) in the first quarter of fiscal 2002. This statement requires that
goodwill and certain intangible assets deemed to have indefinite useful lives no
longer be amortized, but instead be subject to at least an annual review for
impairment. With the adoption of this statement, the Company ceased amortization
of goodwill and tradenames as of February 3, 2002. Amortization of goodwill and
tradenames totaled $5.0 million in fiscal 2001.

         During the second quarter of fiscal 2002, the Company completed the
transitional impairment testing of goodwill as required by SFAS 142. Based on
the findings of its outside valuation advisor, the Company has concluded that
there was no impairment of its goodwill or tradenames at the adoption date of
the new accounting standard, effective February 3, 2002. The Company has elected
to perform its annual tests for potential impairment as of the first day of the
Company's fourth quarter.

         The Financial Accounting Standards Board (FASB) has issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of SFAS
Statement No. 13, and Technical Corrections" (SFAS 145). SFAS 145 states that
the rescission of SFAS No. 4 shall be applied in fiscal years beginning after
May 15, 2002. Any gain or loss on extinguishment of debt that was classified as
an extraordinary item in prior periods presented that does not meet the criteria
in APB Opinion 30, "Reporting the Results of  Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions", for classification as an
extraordinary item shall be reclassified as an operating expense. The Company
will adopt SFAS 145 as of the beginning of fiscal 2003. As a result, the loss on
early extinguishment of debt reported as an extraordinary item for the year
ended February 1, 2003 will be reclassified at that time. The pretax loss from
the early extinguishment of debt will be presented as a separate line within
interest and other (income) expenses and the related income tax benefit will
reduce the reported income tax provision.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (SFAS 146). This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The provisions of this statement were
effective for exit or disposal activities initiated after December 31, 2002. The
Company will adopt SFAS 146 on January 1, 2003. The adoption will have no effect
on the Company's financial position or operations.

         The FASB has also issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143), and SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets" (SFAS 144). SFAS 143 provides guidance for legal
obligations arising from the retirement of long-lived assets. SFAS 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 was adopted during fiscal 2002 and had no effect on the
Company's financial position or operations. SFAS 143 will be adopted during
fiscal 2003 and is not expected to have a material effect on the Company's
financial position or operations.

CONTINGENCIES

         A complaint was filed in the Superior Court of California, county of
San Diego against Cole National Corporation, its affiliates and certain of its
officers by the Attorney General of the State of California on February 14, 2002
and amended on February 22, 2002. The case, State of California v. Cole National
Corporation, et. al., alleges claims for various statutory violations related to
the operation of 24 Pearle Vision Centers in California. The claims include
untrue or misleading advertising, illegal dilation fees, unlawful advertising of
eye exams, maintaining an optometrist on or near the premises of a registered
dispensing optician, unlawful advertising of an optometrist, unlicensed practice
of optometry, and illegal relationships between dispensing opticians, optical
retailers and optometrists. The action seeks unspecified damages, restitution
and injunctive relief. Although the State of California obtained a preliminary
injunction to enjoin certain advertising practices and the charging of dilation
fees in July 2002, the terms of the injunction have not had and are not expected
to have a material effect on the Company operations. In addition, both the State
and the Company have appealed the preliminary injunction. Although we believe we
are in compliance with California law and intend to continue to defend the
issues raised in the case vigorously, the case is in its early stages and we
cannot predict with certainty its outcome or costs.


                                       26
<PAGE>
FORWARD LOOKING STATEMENTS

         The Company's expectations and beliefs concerning the future contained
in this document are forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those forecasted due to a variety of factors that can adversely
affect the Company's operating results, liquidity and financial condition such
as risks associated with potential adverse consequences of the restatement of
the Company's financial statements, including those resulting from litigation or
government investigations, restrictions or curtailment of the Company's credit
facility and other credit situations, costs and other effects associated with
the California litigation, the timing and achievement of improvements in the
operations of the optical business, the results of Things Remembered, which is
highly dependent on the fourth quarter holiday season, the nature and extent of
disruptions of the economy from terrorist activities or major health concerns,
and from governmental and consumer responses to such situations, the actual
utilization of Cole Managed Vision funded eyewear programs, the success of new
store openings and the rate at which new stores achieve profitability, the
Company's ability to select, stock and price merchandise attractive to
customers, success of systems development and integration, competition in the
optical industry, integration of acquired businesses, economic and weather
factors affecting consumer spending, operating factors affecting customer
satisfaction, including manufacturing quality of optical and engraved goods, the
Company's relationships with host stores and franchisees, the mix of goods sold,
pricing and other competitive factors, and the seasonality of the Company's
business.



                                       27
<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's major market risk exposure is to changes in foreign
currency exchange rates in Canada and in Euros, which could impact its results
of operations and financial condition. Foreign exchange risk arises from the
Company's exposure to fluctuations in foreign currency exchange rates because
the Company's reporting currency is the United States dollar. Management seeks
to minimize the exposure to foreign currency fluctuations through natural
internal offsets to the fullest extent possible.

ITEM 4.  CONTROLS AND PROCEDURES

(a)      Immediately following the Signature section of this Quarterly Report
are certifications of the Company's Chief Executive Officer and Chief Financial
Officer required in accordance with Section 302 of the Sarbanes-Oxley Act of
2002 (the "Section 302 Certification"). This portion of our Quarterly Report on
Form 10-Q is our disclosure of the results of our control evaluation referred to
in paragraphs (4), (5) and (6) of the Section 302 Certification and should be
read in conjunction with the Section 302 Certification for a more complete
understanding of the topics presented.

         In November 2002, the Company determined it needed to restate its
previously issued financial statements for the timing of the recognition of
revenues earned on the sale of extended warranty contracts. The Company issued a
press release on November 26, 2002 announcing the restatement of its historical
consolidated financial statements beginning with its 1998 fiscal year. The
Company subsequently determined that it needed to make other changes to
previously issued financial statements in addition to the timing of the
recognition of warranty revenues. The adjustments have a significant negative
impact on the Company's previously reported revenue, net income, and earnings
per share. See Note 8 to the Notes to Consolidated Financial Statements for
further discussion of the restatement.

         In March 2003, the Audit Committee engaged outside counsel to conduct
an inquiry into the issues surrounding the restatement. The results and
conclusions of that inquiry have been considered in the preparation of the
accompanying financial statements.

         Within 90 days prior to the filing date of this Form 10-Q, the Company
carried out an evaluation, under the supervision and with the participation of
its Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-15
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended, of the effectiveness of the design and operation of its disclosure
controls and procedures. In making this evaluation, the Company has considered
matters relating to its restatement of previously issued financial statements,
including the substantial process that was undertaken to ensure that all
material adjustments necessary to restate the previously issued financial
statements were recorded. The Company believes that certain of the restatement
adjustments occurred because certain of the Company's control processes and
procedures related to the matters underlying such adjustments were not
effective.

         In connection with the audit of the Company's financial statements for
the 2002 fiscal year and the restated financial statements for the 2001 and 2000
fiscal years, Deloitte & Touche reported to management and the Board of
Directors on April 30, 2003 that certain deficiencies existed during the audit
period in the design or operation of the Company's internal accounting controls
which, constituted material weaknesses pursuant to standards established by the
American Institute of Certified Public Accountants. Such deficiencies related to
the application or selection of accounting principles, the use of management
judgment and estimates, and the adequacy of account details and reconciliations.

         In order to improve the effectiveness of its control processes and
procedures, the Company has taken a number of actions within the past year. The
Company searched for and hired a new Chief Financial Officer from outside the
Company, and filled the position of Corporate Controller. The Audit Committee
approved a charter for the Internal Audit function; the Internal Audit staff was
strengthened and its role was expanded. The Company established an internal
representation requirement, whereby the operating executive and financial
officer of each business unit and major staff area are required to certify on a
quarterly basis the accuracy of the financial statements and the adequacy of the
control processes and procedures within that business unit or staff area. With
the approval of the Board of Directors, the Company amended its Business Code of
Conduct, and required that all management employees certify in


                                       28
<PAGE>
 writing that they will comply with it. The Business Code of Conduct includes
procedures for the receipt, retention and treatment of complaints received from
employees regarding among, other things, accounting and internal accounting
control matters. The Company is currently revising its Finance and Accounting
Policies and Procedures Manual.

Based in part upon these changes, the Company's Chief Executive Officer and
Chief Financial Officer concluded that as of the evaluation date, the Company's
disclosure controls and procedures were reasonably designed to ensure that
information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission.

(b)    Other than as described above, since the evaluation date by the
Company's management of its internal controls, there have not been any
significant changes in the internal controls or in other factors that could
significantly affect the internal controls.



                                       29
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

        From time to time during the ordinary course of business, the Company
is threatened with, or may become a party to a variety of legal actions and
other proceedings incidental to its business.

        A complaint was filed in the Superior Court of California, County of
San Diego against Cole National Corporation, its affiliates and certain of its
officers by the Attorney General of the State of California on February 14,
2002 and amended on February 22, 2002. The case, State of California v. Cole
National Corporation, et al., Case No. G1C783135, alleges claims for various
statutory violations related to the operation of 24 Pearle Vision Centers in
California. The claims include alleged untrue or misleading advertising,
illegal dilation fees, unlawful advertising of eye exams, maintaining an
optometrist on or near the premises by a registered dispensing optician,
unlawful advertising of an optometrist, unlicensed practice of optometry, and
illegal relationships among dispensing opticians, optical retailers and
optometrists. The action seeks unspecified damages, restitution and injunctive
relief.

        The case is in its early stages and we cannot predict with certainty
its outcome or costs. In May 2002, all of the individual officer defendants
were dismissed and their dismissal has been appealed by the State. The State of
California moved for a preliminary injunction to enjoin certain advertising
practices and from charging dilation fees. Though the State obtained a
preliminary injunction in July 2002, the terms of the injunction are not
expected to have any material effect on the Company's operations. In addition,
both the State and the Company have appealed the preliminary injunction. We
believe we are in compliance with California law and intend to continue to
defend the issues raised in the case vigorously.

        On August 14, 2002, two former store managers employed in the San
Francisco area by our subsidiary, Things Remembered, Inc., filed a class action
complaint in San Francisco Superior Court. The complaint alleges that the
plaintiffs and the other members of the putative class (alleged to include 250
members) were improperly denied overtime compensation for more than eight hours
of work per day and/or more than 40 hours of work per week in violation of
California law. The action seeks unspecified damages, interest, restitution, as
well as, declaratory and injunctive relief and attorneys' fees.

                                       30
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On June 13, 2002 the Company held its annual meeting of stockholders.
At that meeting, the stockholders elected eight directors to serve until the
next annual meeting of stockholders.

         Of the total eligible votes 16,009,403, stockholders cast votes of
13,983,576 or 87.3% of the total eligible votes. The votes cast for the election
of directors were as follows:


                               For               Withheld            Non-votes
                          --------------        ----------          -----------

Jeffrey A. Cole             13,792,217            191,359                0
Larry Pollock               13,792,945            190,631                0
Timothy F. Finley           13,799,333            184,243                0
Irwin N. Gold               13,801,455            182,121                0
Melchert F. Groot           13,801,380            182,196                0
Peter V. Handal             13,799,380            184,196                0
Charles A. Ratner           13,792,680            190,896                0
Walter J. Salmon            13,794,408            189,168                0



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits. The following Exhibits are filed herewith and made a part
         hereof:

         10.1*    Letter dated April 14, 2002 from Cole National Corporation to
                  Lawrence Hyatt.

         10.2*    Letter Agreement dated April 19, 2002 between Cole National
                  Corporation and Lawrence Hyatt regarding termination of
                  employment.

         10.3*    Restricted Stock Agreement between Cole National Corporation
                  and Lawrence Hyatt dated as of July 15, 2002.

         10.4*    Nonqualified Stock Option Agreement between Cole National
                  Corporation and Lawrence Hyatt dated as of July 15, 2002.

         10.5*    First Amendment to Credit Agreement, dated as of August 23,
                  2002, among Cole Vision Corporation, Things Remembered, Inc.,
                  and Pearle, Inc. and Canadian Imperial Bank of Commerce.

         10.6*    Second Amendment to Credit Agreement, dated as of September
                  13, 2002, among Cole Vision Corporation, Things Remembered,
                  Inc., and Pearle, Inc. and Canadian Imperial Bank of Commerce.

         10.7*    Amendment No. 1 to the Cole National Group, Inc. Retirement
                  Plan (Amended and Restated as of January 1, 2001), effective
                  March 31, 2002.

         10.8*    Nonqualified Stock Option Agreement (1998 Plan/Time
                  Vesting/Senior Executive) between Cole National Corporation
                  and Jeffrey A. Cole dated as of January 25, 2002.

         99.1+    Certification of Chief Executive Officer and Chief Financial
                  Officer Pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                       31
<PAGE>
(b)      Reports on Form 8-K

                  The Company filed a report on Form 8-K (Items 4 and 7) on June
         18, 2002 disclosing the Company was replacing Arthur Andersen LLP as
         its independent public accountants and appointing Deloitte & Touche LLP
         to serve as its independent public accountants for the fiscal year
         2002.

                  The Company filed a report on Form 8-K (Items 4 and 7) on June
         19, 2002 disclosing the Company was replacing Arthur Andersen LLP for
         the Cole National Corporation 401(K) Savings Plan for Employees at
         Pearle Vision Centers and appointing Grant Thornton LLP to serve as its
         independent public accountants for the Plan for the year ending
         December 31, 2001.

                  The Company filed a report on Form 8-K (Items 4 and 7) on June
         19, 2002 disclosing the Company was replacing Arthur Andersen LLP for
         the Cole National Corporation 401(K) Savings Plan and appointing Grant
         Thornton LLP to serve as its independent public accountants for the
         Plan for the year ending December 31, 2001.

                  The Company filed a report on Form 8-K (Items 4 and 7) on June
         19, 2002 disclosing the Company was replacing Arthur Andersen LLP for
         the Cole National Corporation 401(K) Savings Plan for Employees at
         Former NuVision Locations and appointing Grant Thornton LLP to serve as
         its independent public accountants for the Plan for the year ending
         December 31, 2001.

                  The Company filed a report on Form 8-K (Item 5) on August 27,
         2002, which attached a press release dated August 27, 2002.

* Filed with the original Form 10-Q filed September 17, 2002.
+ Filed herewith.



                                       32
<PAGE>
                                   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 thereunto duly authorized.


                           COLE NATIONAL CORPORATION


                           By: /s/  Lawrence E. Hyatt
                               ------------------------------------------------
                               Lawrence E. Hyatt
                               Executive Vice President and Chief
                               Financial Officer (Duly Authorized Officer)


                           By: /s/ Ann M. Holt
                               ------------------------------------------------
                               Ann M. Holt
                               Senior Vice President and Corporate Controller
                               (Principal Accounting Officer)

Date:  May 16, 2003



                                       33
<PAGE>
                                  CERTIFICATION



I, Jeffrey A. Cole, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Cole National
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and we have:

      a)    Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    Presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a)    All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 16, 2003
                                            /s/ Jeffrey A. Cole
                                            -----------------------------------
                                            Jeffrey A. Cole
                                            Chairman and CEO





                                       34
<PAGE>
                                  CERTIFICATION



I, Lawrence E. Hyatt, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Cole National
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act rules 13a-14 and 15d-14) for the registrant and we have:

      a)    Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    Presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a)    All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 16, 2003

                        /s/ Lawrence E. Hyatt
                        -----------------------------------------------------
                        Lawrence E. Hyatt
                        Executive Vice President and Chief Financial Officer




                                       35
<PAGE>
                            COLE NATIONAL CORPORATION
                                   FORM 10-Q/A
                          QUARTER ENDED AUGUST 3, 2002

                                  EXHIBIT INDEX


Exhibit
Number                           Description
------                           -----------

10.1*    Letter dated April 14, 2002 from Cole National Corporation to Lawrence
         Hyatt.

10.2*    Letter Agreement dated April 19, 2002 between Cole National Corporation
         and Lawrence Hyatt regarding termination of employment.

10.3*    Restricted Stock Agreement between Cole National Corporation and
         Lawrence Hyatt dated as of July 15, 2002.

10.4*    Nonqualified Stock Option Agreement between Cole National Corporation
         and Lawrence Hyatt dated as of July 15, 2002.

10.5*    First Amendment to Credit Agreement, dated as of August 23, 2002, among
         Cole Vision Corporation, Things Remembered, Inc., and Pearle, Inc. and
         Canadian Imperial Bank of Commerce.

10.6*    Second Amendment to Credit Agreement, dated as of September 13, 2002,
         among Cole Vision Corporation, Things Remembered, Inc., and Pearle,
         Inc. and Canadian Imperial Bank of Commerce.

10.7*    Amendment No. 1 to the Cole National Group, Inc. Retirement Plan
         (Amended and Restated as of January 1, 2001), effective March 31, 2002.

10.8*    Nonqualified Stock Option Agreement (1998 Plan/Time Vesting/Senior
         Executive) between Cole National Corporation and Jeffrey A. Cole dated
         as of January 25, 2002.

99.1+    Certification of Chief Executive Officer and Chief Financial Officer
         Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.



* Filed with the original Form 10-Q filed September 17, 2002.
+ Filed herewith.


                                       36