<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Cole National Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 193 290 103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Robert M. Raiff, 152 West 57th Street,
New York, NY 10019; (212) 247-4000
(Date of Event which Requires Filing of this Statement)
July 16, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 193 290 103
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Robert M. Raiff
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
619,000
8. Shared Voting Power:
9. Sole Dispositive Power:
619,000
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
619,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
IN
3
<PAGE>
Item 1. Security and Issuer
This statement relates to shares of common stock of
Cole National Corporation ("Cole"). Cole's principal
executive office is located at 5915 Landerbrook Drive,
Cleveland, OH 44124.
Item 2. Identity and Background
This statement is being filed on behalf of
Robert M. Raiff whose address is 152 West 57th Street, New
York, New York 10019.
Mr. Raiff is President and CEO of the sole general
partner of Centurion Investment Group, L.P., the sole
general partner of various investment partnerships (the
"Partnerships"). Each of the Partnership's principal
address is also 152 West 57th Street, New York, New York
10019. Mr. Raiff is also the President of the sole general
partner of Centurion Advisors, L.P., which manages advisory
accounts on a discretionary basis, and serves as Investment
Manager of Centurion Overseas Fund, Ltd. (the "Fund").
Mr. Raiff's principal occupation is an investor.
Mr. Raiff has not, during the last five years, been
convicted in any criminal proceeding.
Mr. Raiff has not, during the last five years, been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining future
4
<PAGE>
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violations with respect to such laws.
Mr. Raiff is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of July 16, 1997, Mr. Raiff beneficially owns
619,000 shares of common stock of Cole. All 619,000 shares
are held by entities and managed accounts over which
Mr. Raiff has investment discretion. All shares owned by
Mr. Raiff were purchased in open market transactions. In
the last 60 days, shares were purchased at an aggregate cost
of $3,128,114. The funds for the purchases of the shares
held by the Partnerships and the Fund came from capital
contributions to the Partnerships by their general and
limited partners and capital contributions to the Fund by
its shareholders. The funds for the purchases of shares
held in the managed accounts over which Mr. Raiff has
investment discretion came from the accounts' own funds.
Margin was used in purchasing shares of common stock.
Item 4. Purpose of Transaction
The shares of Cole beneficially owned by Mr. Raiff
were acquired for, and are being held for, investment
purposes.
5
<PAGE>
Mr. Raiff does not have any plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D,
except that he reserves the right to purchase additional
shares of Cole's common stock or dispose of such shares of
Cole's common stock in the open market or in any other
lawful manner in the future.
Item 5. Interest in Securities of the Issuer
As noted above, as of the date hereof, Mr. Raiff is
the beneficial owner of 619,000 shares of Cole's common
stock. Based on Cole's Form 10-Q for the quarterly period
ended May 3, 1997, there were 12,125,408 shares outstanding.
Therefore, Mr. Raiff beneficially owns 5.1% of the
outstanding common stock of Cole. Mr. Raiff has the power
to vote, direct the vote, dispose of or direct the
disposition of all the shares of Cole's common stock that
are currently beneficially owned by the reporting person.
Attached as Exhibit A is a description of the
transactions in the common stock of Cole that were effected
by Mr. Raiff during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Mr. Raiff does not have any contract, arrangement,
understanding or relationship with any person with respect
to the common stock of Cole.
6
<PAGE>
Item 7. Material to be Filed as Exhibits
A description of the transactions in the shares of
Cole's common stock that were effected by Mr. Raiff during
the past 60 days is filed herewith.
7
<PAGE>
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
July 16, 1997
/s/ Robert M. Raiff
__________________________________
Robert M. Raiff
50259000.AM9
<PAGE>
Exhibit A
Daily Transactions
Common Stock
__________________
Trade Purchase Number of Price Per Value
Date or Sale shares Share*
__________ ________ ________ ________ _______
05/21/97 Purchase 6,000 35.0875 210,525
05/22/97 Purchase 3,000 35.7500 107,250
05/23/97 Purchase 600 37.0000 22,200
05/30/97 Purchase 3,000 38.1250 114,375
06/09/97 Sale 5,000 40.0000 200,000
06/10/97 Sale 10,000 41.0000 410,000
06/12/97 Sale 5,000 41.5000 207,500
06/18/97 Purchase 3,000 43.5830 130,749
07/01/97 Purchase 5,100 44.0430 224,619
07/01/97 Purchase 10,000 45.2500 452,500
07/01/97 Purchase 13,100 45.4070 594,832
07/11/97 Purchase 7,000 44.6520 312,564
07/15/97 Purchase 5,000 44.8750 224,375
07/16/97 Purchase 16,000 45.8828 734,125
*Does not include commissions.
9
50259000.AM9
