X0202 4 2004-07-31 0 0000769644 COLE NATIONAL CORP /DE/ CNJ 0001217463 RATNER CHARLES A 16980 SOUTH PARK BLVD. SHAKER HEIGHTS OH 44120 1 0 0 0 Phantom Stock Units 2004-07-31 4 A 0 524 27.205 A Common Stock 524 17347 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. Charles A. Ratner 2004-08-02