April 13, 2006
VIA EDGAR AND FACSIMILE
Gregory S. Belliston, Esq.
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 6010
Washington, D.C. 20549
Fax: 202-772-9217
| | Re: | | LCA-Vision, Inc.
Schedule 14A
Filed April 5, 2006
File No. 0-27610
|
Dear Mr. Belliston:
We are writing in response to your letter of April 12, 2006 providing comments on the above-referenced filing. Your letter provides one comment as set forth below:
Proposal to Amend the Company’s Certificate of Incorporation, page 7
| | 1. | | We note you list certain possible uses for the additional shares, such as a stock split, raising capital, and equity incentives to employees. Please disclose whether you currently have any plans to issue any of the additional shares. |
In response, and as our legal counsel has discussed with you, in our definitive proxy statement we will add language on page 8 stating that at present we have no plans to issue any of the additional shares.
In connection with this response to your comment, LCA-Vision, Inc. acknowledges that: it is responsible for the adequacy and accuracy of disclosures in our filing; your comments or changes to disclosure in response to your comments do not foreclose you from taking any action with respect to our filing; and we may not assert your comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Sincerely,
/s/ Craig P. R. Joffe
Craig P. R. Joffe
Interim Chief Executive Officer,
Chief Operating Officer, General Counsel
