Exhibit 4.2

                            LCA-VISION INC.

          DIRECTORS' NONDISCRETIONARY STOCK OPTION PLAN
                     (Amended as of June 5, 1996)

1.  Name and Purpose.  The purpose of this Plan, which shall be
known as the "LCA-Vision Inc. Directors' Nondiscretionary Stock
Option Plan" (hereafter referred to as the "Plan") is to advance the
interests of the Company by providing material incentive for the
continued services of the Non-Employee Directors and by enhancing
the Company's ability to attract, and thereafter to retain,
qualified individuals to serve on the Company's Board of Directors.

2.  Definitions.  For purposes of this Plan, the following terms
when capitalized shall have the meaning designated herein unless a
different meaning is plainly required by the context.  Where
applicable, the masculine pronoun shall mean or include the feminine
and the singular shall include the plural.

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Company" shall mean LCA-Vision Inc.

(c) "Effective Date" shall mean the date on which this Plan shall
become effective, as provided in Paragraph 16 below.

(d) "Fair Market Value" of the Company's common stock on a certain
date shall be the mean of the highest bid and lowest asked quoted
selling prices of such stock on the Nasdaq SmallCap Market, Nasdaq
National Market System or any stock exchange, as the case may be, on
the trading date immediately prior to the date specified, or if the
Company's common stock was not traded on such market or exchange on
such date, on the next preceding date on which the common stock was
traded.

(e) "Non-Employee Director" shall mean a Director who is not also an
employee of the Company.

(f) "Optionee" shall mean a Non-Employee Director who receives stock
options granted under this Plan.

(g) "Plan" shall mean the LCA-Vision Inc. Directors'
Nondiscretionary Stock Option Plan.

(h) "Subsidiary" shall mean an affiliated employer during any period
that 50% or more of its common stock or, in the case of a
partnership, 50% or more of the capital interest thereof is owned
directly or indirectly by the Company or during any period that it
is a member with the Company in a controlled group of corporations
or is otherwise under common control with the Company within the
meaning of Section 414(b) and (c) of the Internal Revenue Code of
1986, as amended.

3. Administration.

(a) The Plan shall be administered by the Board.

(b) The Company shall issue to the Non-Employee Directors stock
options under, and in accordance with, the provisions of the Plan. 
Each option  issued shall be evidenced by a stock option agreement
in such form and containing such provisions not inconsistent with
the provisions of the Plan as the Board from time to time shall
approve.

(c) The Board shall have authority to construe and interpret such
option agreements; to impose such limitations and restrictions as
are deemed necessary or advisable by counsel for the Company so that
compliance with the federal securities laws and with the securities
laws of the various states may be assured; and to make all other
determinations necessary or advisable for administering this Plan. 
A decision by a majority of the Board shall govern all actions of
the Board; such decision may be made either at a meeting of the
Board at which a majority of the members are present or without a
meeting by a writing signed by a majority of the Board.  All
decisions and interpretations made by the Board shall be binding and
conclusive on all  Optionees, their legal representatives and
beneficiaries.

(d) The Board may designate any officers or employees of the Company
or its Subsidiaries to assist the Board in the administration of
this Plan and to execute documents on its behalf, and the Board may
delegate to them such other ministerial and limited discretionary
duties, as it sees fit.

4. Shares Subject to the Plan.

(a) The shares to be issued and delivered by the Company upon
exercise of options  issued under this Plan are shares of the
Company's  common stock, par value $.001 per share, which may be
either authorized but unissued shares or treasury shares, in the
discretion of the Board.

(b) The aggregate number of shares of the Company's common stock
which may be issued under this Plan shall not exceed 1,250,000
shares; subject, however, to the adjustment provided in Paragraph 10
in the event of stock splits, stock dividends, exchanges of shares,
or the like occurring after the Effective Date.  No stock option may
be granted under this Plan which could cause such maximum limit to
be exceeded.

(c) Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for grant of options
under this Plan.

5. Terms of Options.  Options  issued under this Plan shall contain 
the following terms and conditions: 

(a) Option price:  The option price per share of common stock shall
be equal to of the Fair Market Value of the Company's common stock
on the date of the issuance of such option.

(b) Time and amount of option issuances:  Upon election or
appointment to the Board Non-Employee Directors shall automatically
be issued an option to purchase 75,000 shares of the Company's
common stock.  In addition, at every annual organizational meeting
of directors following the annual meeting of stockholders commencing
in 1996, the Non-Employee Directors then serving on the Board shall
receive an automatic issuance of an option to purchase 1,250 shares
of the Company's common stock; provided that, the number of shares
subject to options issued to Non-Employee Directors who have not yet
served a full year on the Board shall be prorated such that those
Non-Employee Directors shall receive an option to purchase only a
percentage of 1,250 shares commensurate with the actual portion of
the year that such director served on the Board.

(c) Period within which option may be exercised:  Each option issued
to Optionees under the Plan shall terminate at the  expiration of
five years from the date of the issuance of such option.

In addition, the option shares covered by an option issued to an
Optionee shall be exercisable at a rate of 20% of the shares covered
by option at the end of each of the first five years following the
issuance of the option and shall remain exercisable thereafter until
the expiration of the option.

(d) Non-transferability; Termination of Service as a Non-Employee
Director.  No option issued under this Plan shall be assignable or
transferable.  In the event a Non-Employee Director ceases to serve
the Company as such, then the former Non-Employee Director shall
have the following time periods within which to exercise unexercised
options or parts thereof, held by him or her in the following
described circumstances:

(i) In the event of death, the representative or representatives of
the former Non-Employee Director's estate may, subject to the
prescribed schedule in Paragraph 5(c) above, exercise at any time
and from time to time up to and including the option expiration
date, any of the unexercised options or parts thereof.

(ii) In the event of resignation by a Non-Employee Director by
reason of disability or ill-health, the former Non-Employee Director
may, subject to the prescribed schedule in Paragraph 5(c) above,
exercise at any time and from time to time up to and including the
option expiration date, any of the unexercised options or parts
thereof.

(iii) In the event of resignation for reasons other than disability
or ill-health, or failure to be reelected other than by a change-of-control 
as defined in Paragraph 12, the former Non-Employee Director
may exercise all or any part of his or her options which have become
exercisable as of the date of resignation or non re-election at any
time or from time to time with the period of 60 days following the
resignation or non re-election date.

(e) Partial exercise:  Unless otherwise provided in the option
agreement, any exercise of an option  issued under this Plan may be
made in whole or in part.

6. Period for Issuing Options.  No option shall be issued under this
Plan subsequent to the tenth anniversary of the Effective Date.

7. Method of Exercise.  An option  issued under this Plan may be
exercised by written notice to the Company, signed by the  Optionee,
or by such other person as is entitled to exercise such option.  The
notice of exercise shall state the number of shares in respect of
which the option is being exercised, and shall be accompanied by
payment of the full option price for such shares, made in one of the
following manners:  (a) cash; (b) free and clear shares of the
Company's common stock, which shall be valued at the Fair Market
Value of such shares on the date of such transfer; or (c) any
combination of (a) and (b).  A certificate or certificates for the
shares of common stock of the Company purchased through the exercise
of an option shall be issued as soon as practical after the exercise
of the option and payment therefor.

 8. Rights as a Stockholder.  During the option period no person
entitled to exercise any option granted under this Plan shall have
any of the rights or privileges of a stockholder with respect to any
shares of stock issuable upon exercise of such option until
certificates representing such shares shall have been issued and
delivered.

9. Implied Consent of  Optionees.  Every Optionee, by his or her
acceptance of an option under this Plan, shall be deemed to have
consented to be bound, on his or her own behalf and on behalf of his
or her heirs, assigns, and legal representatives, by all of the
terms and conditions of this Plan.

10. Adjustments to Reflect Capital Changes:  The following
adjustments shall be made to reflect changes in the capitalization
of the Company:

(A) Recapitalization.  The number and kind of shares subject to
outstanding stock options, the exercise price for such shares, and
the number and kind of shares available or options subsequently
granted under the Plan shall be appropriately adjusted to reflect
any stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other change in capitalization with a
similar substantive effect upon the Plan or the options granted
under the Plan.  The Board shall have the power to determine the
amount of the adjustment to be made in each case.

(B) Certain Reorganizations.  After any reorganization, merger or
consolidation in which the Company is the surviving corporation,
each Optionee shall, at no additional cost, be entitled upon any
exercise of an option to receive (subject to any required action by
stockholders), in lieu of the number of shares of the Company common
stock exercisable pursuant to such option, the number and class of
shares of stock or other securities to which such Optionee would
have been entitled pursuant to the terms of the reorganization,
merger or consolidation if, at the time of such reorganization,
merger or consolidation, such Optionee had been the holder of record
of a number of shares of stock equal to the total number of shares
covered by such option.  Comparable rights shall accrue to each
Optionee in the event of successive reorganizations, mergers or
consolidations of the character described above.

(C) Options to Purchase Stock of Acquired Companies.  After any
reorganization, merger or consolidation in which the Company or a
Subsidiary of the Company shall be a surviving corporation, the
Board shall issue substituted options under the provisions of the
Plan, pursuant to section 425 of the Internal Revenue Code,
replacing old options granted under a Plan of another party to the
reorganization, merger or consolidation whose stock subject to the
old options may no longer be issued following such merger or
consolidation.  The foregoing adjustments and manner of application
of the foregoing provisions shall be determined by the Board in its
sole discretion.  Any such adjustments may provide for the
elimination of any fractional shares which might otherwise become
subject to any options.  Shares of common stock underlying such
substituted options shall be in addition to and shall not diminish
the number of shares of common stock available for stock option
grants.

11. Acceleration.  In the event of change of control as defined in
paragraph 12, any options which have then been outstanding for at
least six months held  by an Optionee shall be immediately
exercisable (without regard to any limitation imposed by the Plan or
the Board at the time the option is granted, which permits all or
any part of the option to be exercised only after the lapse of
time), and will remain exercisable until the end of the period
specified in paragraph 5(b) as determined by the Board on the date
of grant, or such earlier date as specified in paragraph 5.

12. Change of Control.

(A) A "change of control" shall be deemed to have occurred if:

(i) without prior approval of the Board, any "person" becomes a
beneficial owner, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; or 

(ii) without prior approval of the Board, as a result of, or in
connection with, or within two years following, a tender or exchange
offer for the voting stock of the Company, a merger or other
business combination to which the Company is a party, the sale or
other disposition of all or substantially all of the assets of the
Company, a reorganization of the Company, or a proxy contest in
connection with the election of members of the Board, the persons
who were directors of the Company immediately prior to any of such
transactions cease to constitute a majority of the Board or of the
board of directors of any successor to the Company (except for
resignations due to death, disability or normal retirement).

(B) A person shall be deemed the "beneficial owner" of any
securities:

(i) which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has,
directly or indirectly, (1) the right to acquire (whether such right
is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options,
or otherwise, or (2) the right to vote pursuant to any agreement, 
arrangement or understanding; or 

(iii) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any
securities.

(C) A "person" shall mean any individual, firm, company,
partnership, other entity or group.

(D) The terms "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as in effect
on the date the Plan is approved by the stockholders of the Company
and becomes effective.

13. Company Responsibility.  All expenses of this Plan, including
the cost of maintaining records, shall be borne by the Company.  The
Company shall have no responsibility or liability (other than under
applicable securities  laws) for any act or thing done or left
undone with respect to the price, time, quantity, or other
conditions and circumstances of the purchase of shares under the
terms of the Plan, so long as the Company acts in good faith.

14. Securities Laws.  The Board shall take all necessary or
appropriate actions to ensure that all option issuances and all
exercises thereof under this Plan are in full compliance with all
Federal and state securities laws.

15. Amendment and Termination.  The Board of Directors of the
Company may terminate this Plan at any time, and may amend the Plan
at any time or from time to time, without obtaining any approval of
the Company's stockholders; except that the Plan may not be amended
without stockholder approval (1) to increase the aggregate number of
shares issuable under the Plan (excepting proportionate adjustments
made under Paragraph 10 to give effect to stock splits, etc.); (2)
to change the number of shares which may be granted to Optionees
under the provisions of paragraph 5(b) (excepting proportionate
adjustments made under Paragraph 10); (3) to change the option price
of optioned stock (excepting proportionate adjustments made under
paragraph 10); (4) to change the required option price per share of
common stock covered by an option granted under this Plan pursuant
to subparagraph 5(a); (5) to extend the time within which options
may be granted or the time within which a granted option may be 
exercised; or (6) to change, without the consent of the Participant
(or his, or his estate's, legal representative), any option
previously granted to him under the Plan; and such amendments shall
not be made more than once every six months other than to comport
with changes in the Internal Revenue Code or the rules thereunder. 
If the Plan is terminated, any unexercised option shall continue to
be exercisable in accordance with its terms.

16. Effective Date.  This Plan shall become effective as of the date
it is approved and adopted by majority vote of the stockholders of
the Company; provided that such adoption and approval must occur
prior to June 1, 1996.  If not so approved and adopted, this Plan
shall be of no force and effect.