X0202 4 2004-07-31 0 0000769644 COLE NATIONAL CORP /DE/ CNJ 0001226498 HANDAL PETER V 575 PARK AVENUE APT. 1602 NEW YORK NY 10021 1 0 0 0 Phantom Stock Units 2004-07-31 4 A 0 487 27.205 A Common Stock 487 23703 D Security converts to common stock on a one-for-one basis. Reflects Common Shares underlying deferred compensation credited to the account of the Reporting Person under the Cole National Corporation Nonemployee Director Equity and Deferred Compensation Plan. Each phantom stock unit is generally distributed following termination of services as a director. Peter V. Handal 2004-08-02