EXHIBIT 99

RECONCILIATION BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES

TLC Vision Corporation (the "Company") prepares its consolidated financial
statements in accordance with United States (U.S.) Generally Accepted Accounting
Principles ("GAAP"), which differ in certain respects from Canadian GAAP. This
reconciliation between Canadian and U.S. GAAP should be read in conjunction with
the consolidated interim financial statements as of March 31, 2004 and for the
three months ended March 31, 2004 and 2003 and related management's discussion
and analysis prepared in accordance with U.S. GAAP and filed with the Securities
Exchange Commission and the Ontario Securities Commission.

a) Reconciliation from U.S. GAAP to Canadian GAAP

Following is a reconciliation of net income from U.S. GAAP to Canadian
GAAP:

THREE MONTHS ENDED MARCH 31,
----------------------------
2004 2003
---------- ---------

Net income per U.S. GAAP ......................................................... $ 8,052 $ 1,070
Amortization of Practice Management Agreements (1) ............................... (378) (378)
Depreciation of fixed assets (2) ................................................. (70) (70)
Interest income on note receivable related to the sale-leaseback of building (3) . 20 19
Variable accounting for stock options (4) ........................................ 319 --
Fair value accounting for stock options (4) ...................................... (276) --
--------- ---------
Net income per Canadian GAAP ..................................................... $ 7,667 $ 641
========= =========

The most significant balance sheet differences between U.S. GAAP and
Canadian GAAP are as follows:

MARCH 31, DECEMBER 31,
2004 2003
--------- ------------

Investments and Other Assets
Balance per U.S. GAAP ..................................................... $ 7,518 $ 3,102
Note receivable related to the sale-leaseback of building (2) ............. 976 976
--------- ----------

Balance per Canadian GAAP ................................................. $ 8,494 $ 4,078
========= ==========

Intangibles, Net
Balance per U.S. GAAP ..................................................... $ 20,548 $ 22,959
Difference in impairment write-off of intangibles (1) ..................... 6,334 6,334
Amortization of Practice Management Agreements (1) ........................ (2,772) (2,394)
--------- ----------

Balance per Canadian GAAP ................................................. $ 24,110 $ 26,899
========= ==========

Fixed Assets, Net
Balance per U.S. GAAP ..................................................... $ 52,189 $ 56,891
Adjustment for the sale-leaseback of building (2) ......................... (829) (829)
Depreciation of fixed assets (2) .......................................... (768) (698)
--------- ----------

Balance per Canadian GAAP ................................................. $ 50,592 $ 55,364
========= ==========

Long-Term Debt, Less Current Maturities
Balance per U.S. GAAP ..................................................... $ 13,475 $ 19,242
Adjustment for note payable related to the sale-leaseback of building (2).. 913 913
--------- ----------
Balance per Canadian GAAP ................................................. $ 14,388 $ 20,155
========= ==========

MARCH 31, DECEMBER 31,
2004 2003
--------- ------------

Contributed Surplus
Balance per U.S. GAAP ............................................................ $ -- $ --
Adjustment for change in accounting policy related to the fair value accounting of
stock options (4) ................................................................ 13,607 --
Adjustment for variable accounting of stock options (4) .......................... 276 --
--------- -----------

Balance per Canadian GAAP ........................................................ $ 13,883 $ --
========= ===========

Option and Warrant Equity
Balance per U.S. GAAP ............................................................ $ 5,047 $ 8,143
Adjustment to compensation expense for warrants and stock options (4) ............ (541) (222)
--------- -----------

Balance per Canadian GAAP ........................................................ $ 4,506 $ 7,921
========= ===========

Accumulated Deficit
Balance per U.S. GAAP ............................................................ $(286,700) $ (294,752)
Adjustment to the value of intangible Practice Management Agreements (1) ......... 3,562 3,940
Adjustment for the sale-leaseback of building (2) ................................ (1,597) (1,527)
Interest on note receivable related to the sale-leaseback of building (3) ........ 186 166
Adjustment to compensation expense for warrants and stock options (4) ............ 265 222
Adjustment for change in accounting policy related to the fair value of stock
options (4) ...................................................................... (13,607) --
--------- -----------

Balance per Canadian GAAP ........................................................ $(297,891) $ (291,951)
========= ===========

(1) During the year ended May 31, 2002, the Company reviewed its Practice
Management Agreements ("PMA's") for impairment based on budgets prepared
for future periods. The refractive industry had experienced reduced
procedure volumes over the prior two years as a result of increased
competition, customer confusion and a weakening North American economy.
This reduction in procedures had occurred at practices the Company had
purchased, and as a result revenues were lower than anticipated when
initial purchase prices and resulting intangible values were determined.

For U.S. GAAP purposes, the Company accounts for its intangible assets
subject to amortization in accordance with Statement of Financial
Accounting Standard ("SFAS") No. 142, "Goodwill and Other Intangible
Assets" ("SFAS 142"). SFAS 142 requires the impairment analysis first
consider undiscounted cash flows in determining if an impairment exists. If
an impairment is evident, a second calculation using a discounted cash flow
method is utilized to determine the actual amount of the impairment. For
U.S. GAAP purposes, the Company recorded an impairment charge of $31.0
million for the year ended May 31, 2002 related to its PMA's.

For Canadian GAAP purposes, the Company measured the initial impairment
charge in accordance with the Canadian Institute of Chartered Accountant's
("CICA") Handbook Section 3060, "Capital Assets", the Canadian GAAP rules
in existence during the year ended May 31, 2002 ("CICA 3060"). CICA 3060
required an impairment charge to be recognized when the expected future
undiscounted cash flows exceeds the carrying value of such assets.

As at May 31, 2002, this resulted in a $6.3 million difference in the
write-down of the PMA's between U.S. and Canadian GAAP ($24.7 million).
This difference in the initial measurement of the impairment further
resulted in a difference to the amortization expense in subsequent periods,
resulting in an additional $2.8 million of amortization expense for
Canadian GAAP compared to U.S. GAAP.

During 2003, the CICA issued CICA 3061, Property, Plant and Equipment which
is consistent with U.S. GAAP, however retroactive adoption of this change
was not required.

(2) During the year ended May 31, 2002, the Company completed a sale-leaseback
transaction. Total consideration received for the sale of the building and
related land was $6.4 million, which was comprised of $5.4 million in cash
and a $1.0 million 8.0% note receivable ("Note"). The Note has a seven-year
term with the first of four annual payments of $63,000 starting on the
third anniversary of the sale and a final payment of $0.7 million due on
the seventh anniversary of the sale.

For U.S. GAAP purposes, this transaction was accounted for in accordance
with SFAS 98, "Accounting for Leases" ("SFAS 98"). SFAS 98 prohibits sale
recognition on a sale-leaseback transaction when the sublease is considered
to be minor and the only recourse to any future amounts owing from the
other party is the leased asset. A sublease is considered to be minor when
the present value of the sublease rent is less than 10% of the total fair
market value. The Company accounted for the transaction as a financing
transaction which requires sale proceeds to be recorded as a liability and
for the Note to not be recognized. In addition, since the sale recognition
is not accounted for, the carrying value of the asset is not adjusted for
and the asset continues to be depreciated over the original depreciation
period of 40 years. Lease payments, exclusive of an interest portion,
decrease the liability while payments received on the Note increase the
liability.

For Canadian GAAP purposes, the sales-leaseback transaction was accounted
for in accordance with Emerging Issues Committee No. 25, "Accounting for
Sales with Leasebacks", which resulted in the Company recognizing a loss on
the sale with a corresponding lease asset and lease obligation. The terms
of the lease are considered capital in nature and accordingly the land and
building are reflected as assets under capital lease with the discounted
value of the lease payments recorded as an obligation under capital lease.
The fair value of the assets under capital lease was less than its previous
carrying value and accordingly a write down of approximately $0.8 million
was reflected in the consolidated statement of operations for the year
ended May 31, 2002.

For U.S. GAAP purposes, depreciation expense reflects the higher net book
value of the building depreciated over a 40-year expected life. For
Canadian GAAP purposes, the building is depreciated over the 15-year life
of the lease and the $1.0 million Note is included in investments and other
assets.

As of March 31, 2004, as a result of the difference in the initial
accounting treatment of the sale-leaseback transaction and subsequent
differences in depreciation expense recorded, the net book value of the
building is $1.6 million higher for U.S. GAAP. Investments and other assets
is $1.0 million higher and notes payable is $1.0 million higher (of which
$0.9 million is classified as long-term) for Canadian GAAP. For the three
months ended March 31, 2004 and 2003, depreciation expense is higher for
U.S. GAAP by $70,000 for the three months ended March 31, 2004 and 2003.

(3) For the three months ending March 31, 2004 and 2003, the Company reported
$20,000 and $19,000 of interest income respectively related to the Note on
the sale-leaseback of the building as described above.

The cumulative interest earned as at March 31, 2004 of $186,000 was
classified as prepaids and other current assets for Canadian GAAP purposes.

(4) For U.S. GAAP purposes, the Company has adopted the disclosure requirements
of SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123") and
as permitted under SFAS 123, applies Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees ("APB 25") and related
interpretations in accounting for its stock option plans. SFAS 123 requires
disclosure of pro forma amounts to reflect the impact if the Company had
elected to adopt the optional recognition provisions of SFAS 123 for its
stock option plans and employee stock purchase plans.

For Canadian GAAP purposes, the Company accounts for its stock options in
accordance with the provisions of CICA Section 3870, Stock-Based
Compensation and Other Stock-Based Payments, ("CICA 3870").

CICA 3870, issued in December 2001, established standards for the
recognition, measurement and disclosure of stock-based compensation, and
other stock-based payments. Under the provisions of CICA 3870, prior to
January 1, 2004, companies could either measure the compensation cost of
equity instruments issued under employee compensation plans using a fair
value-based method or could recognize compensation cost using another
method, such as the intrinsic value-based method. However, if another
method was applied, pro forma disclosure of net income or loss and earnings
or loss per share was required in the financial statements as if the fair
value-based method had been applied. Effective January 1, 2004, CICA 3870
requires that all stock-based compensation be measured and expensed using a
fair value-based methodology.

Prior to January 1, 2004, the Company recognized employee stock-based
compensation under the intrinsic value-based method and provided pro forma
disclosure of net income or loss and earnings or loss per share as if the
fair value-based method had been applied. Effective January 1, 2004, the
Company adopted the fair value-based method for recognizing employee
stock-based compensation on a retroactive basis to January 1, 1996, without
restatement of prior periods. At January 1, 2004, the cumulative effect of
the change in accounting policy on prior periods resulted in a charge to
accumulated deficit of $13.6 million which represents the sum of the
previously disclosed pro forma fair value adjustments with a corresponding
increase to contributed surplus.

For the three months ended March 31, 2004, the Company recorded stock-based
compensation expense of $276,000, which is included in general and
administrative expenses. No compensation expense for stock options granted
to employees at fair market value was included in the determination of net
income for the three months ended March 31, 2003. For the three months
ended March 31, 2003, the following table presents the Company's pro forma
net income and earnings per share as if the fair value-based method of CICA
3870 had been applied for all stock options granted:

THREE MONTHS
ENDED
MARCH 31,
2003
------------

Net Income per Canadian GAAP............................................................... $ 641
Total pro forma stock-based compensation expense determined under fair value-based method.. (269)
--------
Pro forma net income....................................................................... $ 372
========
BASIC AND DILUTED EARNINGS PER SHARE
As reported $ 0.01
Pro forma $ 0.01

During the year ended May 31, 2002, the Company allowed the holders of
outstanding TLC Vision Corporation stock options with an exercise price
greater than $8.688 (C$13.69) to elect to reduce the exercise price of
their options to $8.688 (C$13.69), in some cases by surrendering existing
options for a greater number of shares than the number of shares issuable
on exercise of each repriced option. For U.S. GAAP purposes, such
modification which results in a change in the exercise price of the
underlying stock options is subject to APB 25's variable method of
accounting for stock options. Variable accounting requires that differences
between the price of the Company's common shares at the end of each
reporting period and the modified exercise price be charged to income as
compensation expense over the remaining vesting period of the outstanding
options. For the three-month period ended March 31, 2004, the Company
recognized additional stock compensation expense of $319,000 related to the
modified stock options.

CICA 3870 does not require the application of variable method of accounting
for stock options.

The fair value of the options granted was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions:

MARCH 31, MARCH 31,
2004 2003
--------- ---------

Risk free interest rate 1.75% 2.35%
Volatility 0.75 0.75
Weighted average expected life 2.5 2.5

The dividend rate for options issued in 2003 and 2004 was nil.

The Company issued 18,500 stock options during the three-months ended March
31, 2004.

For the three-month period ended March 31, 2004, for Canadian GAAP purposes
the Company recognized $276,000 in stock option compensation expense
related to the amortization of the fair value of previously issued stock
options.

b) Management's Discussion and Analysis - Canadian Supplement

Management's Discussion and Analysis - Canadian Supplement ("Canadian
Supplement") in this document is based on consolidated financial statements
of TLC Vision Corporation prepared in accordance with U.S. GAAP. The
Canadian Supplement has been prepared by management to provide an analysis
of the impact of material differences that differ from U.S. GAAP on net
income and trending analysis of the consolidated statements of operations
and cash flows.

Net income for the three months ended March 31, 2004 was $7.7 million or
$0.11 per share compared to income of $0.6 million or $0.01 per share for
the three months ended March 31, 2003.

Amortization expenses decreased to $1.4 million for the three months ended
March 31, 2004 from $2.1 million for the three months ended March 31, 2003.
The decrease was largely due to the reduction in Practice Management
Agreements resulting from the deconsolidation of Laser Eye Care of
California.

Net cash provided by operating activities was $10.9 million for the three
months ended March 31, 2004. The cash flows provided by operating
activities during the three months ended March 31, 2004 were primarily due
to net income of $7.7 million plus non-cash items including depreciation
and amortization of $5.0 million, minority interest expense of $1.9 million
and a loss on the disposal of fixed assets of $0.8 million, offset by an
increase in net operating assets of $3.5 million and a gain on the sale of
a subsidiary of $1.3 million. The increase in net operating assets
consisted of a $4.0 million increase in accounts receivable due primarily
to higher revenues and a $0.6 million increase in prepaid expenses offset
by a $1.1 million increase in accounts payable and accrued liabilities.
Settlement of litigation or payment of accrued liabilities in future
periods could reduce cash without affecting working capital.

c) For comparative purposes, the following tables illustrate previously filed
financial statements in accordance with both Canadian GAAP and U.S. GAAP
during the respective time periods in 2003. Differences between Canadian
GAAP and U.S. GAAP are described above.

TLC VISION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands of U.S. dollars except per share amounts)

THREE MONTHS ENDED
MARCH 31, 2003
--------------------------
CANADIAN GAAP U.S. GAAP
------------- ---------

Revenues:
Refractive:
Centers ............................................... $ 30,923 $ 30,923
Access ................................................ 10,929 10,929
Other healthcare services ................................... 11,738 11,738
-------- --------
Total revenues ................................................. 53,590 53,590
-------- --------

Cost of revenues:
Refractive:
Centers ............................................... 22,543 22,543
Access ................................................ 7,162 7,162
Other healthcare services .................................... 7,480 7,480
-------- --------
Total cost of revenues ......................................... 37,185 37,185
-------- --------
Gross margin ................................................. 16,405 16,405
-------- --------

General and administrative ..................................... 8,089 8,019
Marketing ...................................................... 3,661 3,661
Amortization of intangibles .................................... 2,050 1,672
Write down in the fair value of investments .................... 203 203
-------- --------
14,003 13,555
-------- --------
Operating income ............................................... 2,402 2,850

Other income, net .............................................. 368 368
Interest expense, net .......................................... (349) (368)
Minority interests ............................................. (1,541) (1,541)
-------- --------

Income before income taxes ..................................... 880 1,309
Income tax expense ............................................. (239) (239)
-------- --------
Net income ..................................................... $ 641 $ 1,070
======== ========

Earnings per share - basic and diluted ......................... $ 0.01 $ 0.02
======== ========

Weighted average number of common shares outstanding - basic and
diluted ...................................................... 64,060 64,060

TLC VISION CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)

DECEMBER 31, 2003
--------------------------
CANADIAN GAAP U.S. GAAP
------------- ---------

ASSETS
Current assets
Cash and cash equivalents ................ $ 29,580 $ 29,580
Short-term investments ................... 748 748
Accounts receivable ...................... 15,617 15,617
Prepaids and other current assets ........ 11,812 11,646
--------- ---------
Total current assets ................... 57,757 57,591

Restricted cash ............................ 1,376 1,376
Investments and other assets ............... 4,078 3,102
Intangibles, net ........................... 26,899 22,959
Goodwill, net .............................. 48,829 48,829
Fixed assets, net .......................... 55,364 56,891
--------- ---------
Total assets ............................... $ 194,303 $ 190,748
========= =========

LIABILITIES
Current liabilities
Accounts payable ......................... $ 10,627 $ 10,627
Accrued liabilities ...................... 25,811 25,811
Current portion of long-term debt ........ 10,348 10,285
--------- ---------
Total current liabilities .................. 46,786 46,723

Other long-term liabilities ................ 2,607 2,607
Long term-debt, less current maturities .... 20,155 19,242
Minority interests ......................... 10,907 10,907

SHAREHOLDERS' EQUITY
Capital stock .............................. 397,878 397,878
Option and warrant equity .................. 7,921 8,143
Accumulated deficit ........................ (291,951) (294,752)
--------- ---------
Total shareholders' equity ................. 113,848 111,269
--------- ---------
Total liabilities and shareholders' equity.. $ 194,303 $ 190,748
========= =========

TLC VISION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands of U.S. dollars)

THREE MONTHS ENDED
MARCH 31, 2003
--------------------------
CANADIAN GAAP U.S. GAAP
------------- ---------

Net income ...................................................................................... $ 641 $ 1,070
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ............................................................... 6,002 5,554
Minority interests .......................................................................... 1,541 1,541
Adjustment to the fair value of investments and long-term receivables and impairment of fixed
assets ..................................................................................... 203 203
Changes in operating assets and liabilities:
Accounts receivable ......................................................................... (3,774) (3,774)
Prepaid expenses and other current assets ................................................... 263 282
Accounts payable and accrued liabilities .................................................... (4,350) (4,350)
---------- --------
Cash provided by operating activities ........................................................... 526 526
---------- --------

INVESTING ACTIVITIES
Purchase of fixed assets ........................................................................ (1,613) (1,613)
Net proceeds from the sale of investments and subsidiaries ...................................... 144 144
Acquisitions and investments .................................................................... (2,090) (2,090)
Proceeds from sale of short-term investments .................................................... (238) (238)
Other ........................................................................................... 53 53
---------- --------
Cash used in investing activities ............................................................... (3,744) (3,744)
---------- --------

FINANCING ACTIVITIES
Restricted cash movement ........................................................................ 50 50
Principal payments of debt financing and capital leases ......................................... (2,781) (2,781)
Distributions to minority interests ............................................................. (630) (630)
Proceeds from the issuance of common stock ...................................................... 6 6
---------- --------
Cash provided by (used in) financing activities ................................................ (3,355) (3,355)
---------- --------

Net increase (decrease) in cash and cash equivalents during the period .......................... (6,573) (6,573)
Cash and cash equivalents, beginning of period .................................................. 36,081 36,081
---------- --------
Cash and cash equivalents, end of period ........................................................ $ 29,508 $ 29,508
========== ========