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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
COLE NATIONAL CORP.
(Name of Issuer)
Class A Common, Stock $.01 Par Value
(Title of Class of Securities)
19329010
(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 6 pages
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CUSIP No. 19329010
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | 325,000
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | None
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 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*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.72%
12. TYPE OF REPORTING PERSON*
IA
Page 2 of 6 pages
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CUSIP No. 19329010
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________
|
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES | None
|
BENEFICIALLY | 6. SHARED VOTING POWER
|
OWNED BY | 325,000
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING | None
|
PERSON | 8. SHARED DISPOSITIVE POWER
|
WITH | 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*
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.72%
12. TYPE OF REPORTING PERSON*
CO
Page 3 of 6 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 L.P. ("Harris")
Harris Associates, Inc.(the "General Partner")
Item 2(b) Address of Principal Business Office:
Both Harris and the General Partner maintain
their principal offices at:
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
Item 2(c) Citizenship:
Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation.
Item 2(d) Title of Class of Securities:
Class A Common Stock, $.01 Par Value (the "Shares")
Item 2(e) CUSIP Number:
19329010
Item 3 Type of Person:
(e) Harris is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940.
The General Partner is the sole general
partner of Harris.
Item 4 Ownership (at December 31, 1996):
(a) By reason of advisory and other relationships with
the persons who own the Shares, Harris may be
deemed to be the beneficial owner of the following
Shares:
325,000 shares
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(b) Percent of class:
(based on 11,944,000 Shares outstanding)
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
Harris has been granted the power to vote shares in
circumstances it determines to be appropriate in
connection with assisting its advised clients to whom
it renders financial advice in the ordinary course of
its business, by either providing information or advice
to the persons having such power, or by exercising the
power to vote when it determines such action
appropriate in connection with matters which are
submitted to a security holder's vote.
In addition, Harris serves as investment adviser to the
Harris Associates Investment Trust (the "Trust") and various
of Harris' officers and directors are also officers and
trustees of the Trust. Harris does not consider that the
Trust is controlled by such persons. Shares beneficially
owned by the Trust, through its various series, are included
as Shares over which Harris has shared voting and
dispositive power and thus as Shares beneficially owned by
Harris, because of Harris' power to manage the Trust's
investments. In addition, Harris serves as investment
adviser to a small number of other clients who may own
Shares, but for which Harris does not have discretionary
authority. Nevertheless, the Shares may be included in the
aggregate number of Shares over which Harris has shared
voting and shared dispositive power reported herein,
although Harris may not be deemed the beneficial owner (as
defined by Rule 13d-3) of such Shares.
Item 5 Ownership of Five Percent or Less of a Class:
As of December 31, 1996, Harris 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:
Not Applicable
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Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
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: February 4, 1997
Harris Associates, Inc., for itself and,
as general partner for Harris Associates
L.P.
By:/s/Anita M. Nagler
Anita M. Nagler
Vice President
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