<PAGE> 1
EXHIBIT 24.2
COLE NATIONAL CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and/or directors of Cole National Corporation, a Delaware corporation
(the "Corporation"), hereby constitutes and appoints Joseph Gaglioti, William P.
Lahiff, Jr., Thomas T.S. Kaung and Leslie D. Dunn, and each of them, as the true
and lawful attorney or attorneys-in-fact, with full power of substitution and
revocation, for the undersigned and in the name, place and stead of the
undersigned, to sign on behalf of the undersigned, the Corporation's
Registration Statement on Form S-8 pursuant to the Securities Act of 1933
concerning the shares of Common Stock of the Company to be issued in connection
with the Nonqualified Stock Option Agreement, dated January 18, 2000 between the
Corporation and Larry Pollock, and to sign any and all amendments or
post-effective amendments to such Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission or any state regulatory authority, granting
unto said attorney or attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney or attorneys-in-fact or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 17th day of January 2001.
/s/ Jeffrey A. Cole /s/ Larry Pollock
------------------------------------ -------------------------------
Jeffrey A. Cole, Director and Chief Larry Pollock, Director
Executive Officer
/s/ Timothy F. Finley /s/ Charles A. Ratner
------------------------------------ -------------------------------
Timothy F. Finley, Director Charles A. Ratner, Director
/s/ Irwin N. Gold /s/ Walter J. Salmon
------------------------------------ -------------------------------
Irwin N. Gold, Director Walter J. Salmon, Director
/s/ Peter V. Handal /s/ T.S. Kaung
------------------------------------ -------------------------------
Peter V. Handal, Director T.S. Kaung, Principal Financial
Officer
/s/ William P. Lahiff
------------------------------------
William P. Lahiff, Jr., Principal
Accounting Officer
