<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
COLE NATIONAL CORP.
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
193290103
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*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 1 of 4 pages
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Schedule 13G
CUSIP No. 193290103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Investment Trust,
Series Designated The Oakmark Fund CIK 0000872323
36-3764846
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH --
5. SOLE VOTING POWER None
6. SHARED VOTING POWER 325,000
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 325,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.72%
12. TYPE OF REPORTING PERSON*
IV
Page 2 of 4 pages
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Item 1(a) Name of Issuer:
COLE NATIONAL CORP.
Item 1(b) Address of Issuer's Principal Executive Offices:
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
Item 2(a) Name of Person Filing:
Harris Associates Investment Trust
Series Designated The Oakmark Fund
Item 2(b) Address of Principal Business Office:
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
Item 2(c) Citizenship:
The filing person is a Massachusetts Business trust.
Item 2(d) Title of Class of Securities:
Class A Common Stock, $.01 Par Value
Item 2(e) CUSIP Number:
193290103
Item 3 Type of Person:
(d) Investment company registered under section 8 of the
Investment Company Act
Item 4 Ownership (at December 31, 1996):
(a) Amount owned "beneficially" within the meaning of
rule 13d-3:
325,000
(b) Percent of class:
2.72%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote:
325,000
(iii) sole power to dispose or to direct the
disposition of: None
(iv) shared power to dispose or to direct the
disposition of: 325,000
Page 3 of 4 pages
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Item 5 Ownership of Five Percent or Less of a Class:
As of October 31, 1996, the Trust ceased to be a beneficial
owner of more than 5 percent of the aforementioned class of
securities.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 13, 1996
Harris Associates Investment Trust,
Series Designated The Oakmark Fund
By:/s/Anita M. Nagler
Anita M. Nagler
Secretary
Page 4 of 4 Pages
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