Mail Stop 6010 								April 12, 2006 Craig P. R. Joffe Interim Chief Executive Officer LCA-Vision Inc. 7840 Montgomery Road Cincinnati, OH 45236 	Re:	LCA-Vision Inc. 		Schedule 14A 		Filed April 5, 2006 		File No. 0-27610 Dear Mr. Joffe: 	We have limited our review of your filing to the issue we have addressed in our comment. Where indicated, we think you should revise your document in response to the comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. 	Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. 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. *	*	* 	As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response. You may wish to provide us with a marked copy of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your response to our comment. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and response to our comment. 	We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. 	In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: * the company is responsible for the adequacy and accuracy of the disclosure in the filing; * staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. 	In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. 	Please contact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any questions. 								Sincerely, 								Jeffrey Riedler 								Assistant Director cc:	Timothy E. Hoberg 	Taft, Stettinius & Hollister LLP 	425 Walnut Street, Suite 1800 	Cincinnati, Ohio 45202-3957 ?? ?? ?? ?? Craig P. R. Joffe LCA-Vision Inc. April 11, 2006 Page 1