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
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Craig P. R. Joffe
LCA-Vision Inc.
April 11, 2006
Page 1