U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549
                             Form 10-QSB

(Mark one)
[ X ]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996.

[    ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT.
For the transition period from                to

Commission file number 0-27610

                              LCA-Vision Inc.
(Exact name of small business issuer as specified in its charter)

      Delaware                          11-2882328
(State or other jurisdiction of        (IRS Employer
incorporation or organization)        Identification No.)

                    7840 Montgomery Rd., Cincinnati, OH  45236
                    (Address of principal executive offices)

                    (513) 792-9292
                    (Issuer's telephone number)

(Former name, former address and former fiscal year, if changed
since last report.)

Check whether the issuer (1) filed all reports required to be filed
by Section 3 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes   X    No ___

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
            PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports
required to be filed by sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
Yes___  No ___

                APPLICABLE ONLY TO CORPORATE ISSUERS:
                                  
State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:
19,617,875 at October 31, 1996.

Transitional Small Business Disclosure Format (check one):
Yes ___  No  X

                           LCA-VISION INC.
                                INDEX

                                                            Page No.


Facing Sheet                                                      1

Index                                                             2

Part I.  Financial Information

     Item 1.  Financial Statements.

     Unaudited Condensed Consolidated Balance
     Sheet September 30, 1996                                     3

     Unaudited Condensed Consolidated Statements of
     Operations for the Three and Nine Months ended
     September 30, 1996 and 1995                                  4

     Unaudited Condensed Consolidated Statements of
     Cash Flows for the Nine Months ended September
     30, 1996 and 1995                                            5

     Notes to Unaudited Condensed Consolidated Financial
     Statements                                                   6


     Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations         9



Part II.                      Other Information                  12

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities

     Item 3.  Defaults upon Senior Securities

     Item 4.  Submission of Matters to a Vote of Security Holders

     Item 5   Other Information

     Item 6.  Exhibits and Reports on Form 8-K



Signatures                                                       14
                                  
                                  
<PAGE>
                                
                                  
                                  
                                  
                            LCA-VISION INC
                Condensed Consolidated Balance Sheet
                         September 30, 1996
                             (unaudited)
<TABLE>
<CAPTION>                                  

<S>                                                 <C>
ASSETS
Current Assets
  Cash and cash equivalents                         $   802,847
  Accounts receivable, net of allowance for
     doubtful accounts of $206,975                    2,283,440
  Supplies inventory, prepaid expenses and other      1,103,902
                                                     ----------
       Total current assets                           4,190,189

Property and equipment, net                           8,644,793

Investment in unconsolidated affiliates                 364,760

Other assets                                            783,344
                                                     ----------
       Total assets                                 $13,983,086
                                                     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                  $   546,411
  Bank line of credit                                 1,940,000
  Accrued liabilities                                 1,084,879
  Current portion of long-term debt                     636,757
  Deferred revenue                                      623,245
                                                     ----------
       Total current liabilities                      4,831,292

Long-term debt, net of current portion                5,056,870
Notes payable to shareholders                         4,021,672
                                                     ----------
       Total liabilities                             13,909,834
Shareholders' Equity
  Preferred stock - authorized 10,000,000 shares,
    $.001 par value 6,751 shares issued and
    outstanding                                               7
  Common stock - authorized 110,000,000 shares,
    $.001 par value 19,617,875 shares issued and
    outstanding                                          78,471
  Paid-in capital                                     3,077,642
  Retained (deficit)                                 (3,103,147)
  Translation adjustment                                 20,279
                                                    -----------
       Total shareholders' equity                        73,252

Total liabilities and shareholders' equity          $13,983,086
                                                    ===========
</TABLE>                                 
The Notes to Consolidated Financial Statements are an integral part
of this statement.<PAGE>
<TABLE>       
                                   LCA-VISION INC.
                       Condensed Consolidated Statements of Operations
                   Three and Nine months ended September 30, 1996 and 1995
                                          (unaudited)
<CAPTION>

                                    Three Months Ended                Nine Months Ended
                                      September 30,                     September 30,
                                    1996        1995                 1996       1995
<S>                              <C>           <C>               <C>          <C>
Net revenue                      $ 3,243,075   $3,625,792        $10,454,551  $10,164,162
Direct operating expenses          1,641,601    1,375,830          4,994,386    4,378,993
Selling, general & administrative  1,931,506    1,888,294          6,132,880    4,501,413
Pre-opening expenses                       0            0             87,444            0
Depreciation and amortization        386,926      232,686          1,169,336      728,947
                                   ---------    ---------         ----------   ----------
Operating profit (loss)             (716,958)     128,982         (1,929,495)     554,809

Equity in income (loss) of
   unconsolidated affiliates        (230,024)      80,462           (734,366)      80,462

Interest expense                    (198,701)     (63,564)          (541,187)    (145,201)
Interest income                       17,079       48,260             65,116      116,295
Other income (expense)                 3,025      (10,650)            69,370      (10,745)
Gain on sale of investment
   in unconsolidated affiliate             0            0            545,903            0
                                   ---------    ---------          ---------    ----------
Income (loss) before income taxes (1,125,579)     183,490         (2,524,659)     595,620

Income taxes (benefit)               (34,413)    (154,500)            43,180     (154,500)
                                   ---------    ---------          ---------    ----------
Net income (loss)                $(1,091,166)  $  337,990        $(2,567,839) $   750,120         
                                  ===========   =========         ==========    ==========
Net income (loss) per share      $     (0.06)                    $     (0.13)
                                  ===========                     ==========
If the Company had been subject
to income taxes,
net income would be:

     Historical net income                     $  337,990                     $   750,120
     provision for income taxes                   224,227                         380,836
                                               ----------                      ----------
     Net income                                $  113,763                     $   369,284
                                               ==========                      ==========
     Pro forma net income per share            $     0.09                     $      0.35
                                                =========                      ==========
Average shares outstanding        19,617,821    1,066,837         19,617,821    1,066,837     
</TABLE>
The Notes to Consolidated Financial Statements are an integral part
of this statement.



                                           LCA-VISION INC.
                        Condensed Consolidated Statement of Cash Flows
                         Nine Months Ended September 30, 1996 and 1995
                                             (unaudited)
<TABLE>
<CAPTION>

                                  
                                                               Nine Months Ended
                                                                 September 30,
                                                               1996        1995
<S>                                                        <C>          <C>
Cash flows provided by operating activities:
Net income (loss)                                          $(2,567,839) $  750,120
Adjustments to reconcile net income(loss) to net
 cash provided (used) by operating activities:
  Depreciation and amortization                              1,171,224     728,947
  Deferred income tax benefit                                             (154,500)
  Equity in earnings of affiliates                             734,367
  Gain on sale of investment in
    unconsolidated affiliate                                  (545,903)
  Write down of intangible assets                              106,772
  Gain on property disposal                                    (21,242)   (104,240)
  Other                                                        (72,561)    139,330
Changes in operating assets and liabilities
(Increase) Decrease in:
  Accounts receivable                                         (398,624)     13,489
  Other current assets                                         152,413     343,482
Increase (Decrease) in:
  Accounts payable                                            (187,854)    259,205
  Accrued liabilities                                          309,477     536,832
  Deferred revenue                                             116,500     185,421
                                                             ---------   ---------
 Net cash provided (used) by operating activities           (1,203,270)  2,698,086

Cash flows from investing activities:
  Purchase of property and equipment                        (3,304,122) (1,305,653)
  Proceeds from sale of investment in affiliate              1,000,000
  Proceeds from sales of equipment                              34,015     288,561
  Acquisition of intangibles                                    (4,883)    (60,997)
  Cash paid for acquisition                                               (140,819)
  Investment in unconsolidated affiliates                   (1,079,636)
                                                            ----------  ----------
Net cash used in investing activities                       (3,354,626) (1,218,908)

Cash flows from financing activities:
  Repayment of long-term debt and
    capital lease obligations                                 (278,862) (1,927,452)
  Repayment of notes payable shareholders                     (354,097)
  Proceeds from issuance of common stock                                 2,314,366
  Borrowings under long-term debt
    and capital leases                                       1,457,550   2,963,448
  Borrowings from bank line of credit                        1,940,000
  Distribution to shareholders                                          (4,065,398)
  Other                                                          9,000         266
                                                             ---------  ----------
Net cash from financing activities                           2,773,591    (714,770)
                                                             ---------  ----------
Increase (decrease) in cash                                 (1,784,305)    764,408

Cash and cash equivalents, beginning of period               2,587,152   2,068,988
Cash and cash equivalents, end of period                    $  802,847 $ 2,833,396

</TABLE>

The Notes to Consolidated Financial Statements are an integral part
of this statement.
                                  
<PAGE>
                                  
                                  
                           LCA-VISION INC.
        Notes to Condensed Consolidated Financial Statements
       Three and Nine Months Ended September 30, 1996 and 1995
                             (unaudited)


1.   Description of Business and Basis of Presentation

LCA-Vision  Inc.  ("LCA-Vision" or the "Company") owns  and  manages
free-standing surgery centers that provide excimer laser  refractive
surgery  procedures photorefractive keratectomy  ("PRK") to  correct
myopia  ("nearsightedness") in individuals.  At September 30,  1996,
the  Company has eleven (11) laser eye surgery centers in operation:
nine  in the United States, five of which are wholly-owned;  one  in
Canada; and one in Finland.

The  Company  also  establishes and provides ongoing  management  of
laser  and  other minimally invasive surgery programs for healthcare
systems  and  medical centers.  At September 30, 1996,  the  Company
provides these services to twenty-six hospitals and medical  centers
throughout the United States.

On  September  29,  1995, LCA-Vision merged with  Laser  Centers  of
America,  Inc. ("LCA").  At the time of the merger, two shareholders
together owned 92% of the outstanding voting stock of LCA-Vision and
100% of LCA.  At the time of its acquisition by the LCA shareholders
in  July 1995, LCA-Vision was inactive and had no operations.  These
financial  statements reflect the historical financial position  and
results  of operation of LCA; except for shareholders' equity  which
has been restated to reflect the capital structure of LCA-Vision  at
the time of the merger.

Immediately  prior  to  the  merger  of  LCA  and  LCA-Vision,   LCA
distributed $6,390,772 to its shareholders representing a portion of
the S Corporation earnings previously included in the taxable income
of  the  shareholders.  The shareholders, utilizing the proceeds  of
the distribution, immediately acquired $2,000,000 of common stock of
the  Company  for cash and lent a total of $4,390,772, receiving  in
return two promissory notes with interest at 6.91% which become  due
and  payable in full on September 26, 2005.  Any or all amounts  due
under  the  promissory  notes may be prepaid at  any  time,  without
penalty.   Principal and accrued interest owed to  the  shareholders
was $4,237,798 at September 30, 1996.  Interest expense on the notes
payable shareholders was $71,018 and $216,126 for the three and nine
months ended September 30, 1996, respectively.

Pro Forma Data

Prior  to  the  merger, the Company elected to be treated  as an  S
Corporation  for  income tax purposes.  As  a  result,  federal  and
certain state income taxes were paid by the shareholders.

Pro  forma  income  taxes and net income are  presented  as  if  the
Company  has terminated its S Corporation election effective January
1,  1995.   The pro forma income taxes are based on a 38%  effective
rate.   Pro forma net income per share reflects the recapitalization
for the merger.


2.   Stock Split

On  June  3, 1996, the shareholders approved a one-for-four  reverse
stock split of the Company's Common Stock and Preferred Stock.   All
references  in the financial statements to share and per share  data
have been restated to reflect the stock split.

3.   Significant Accounting Policies

The  September  30,  1996  and 1995 financial  data  are  unaudited;
however,  in  the  opinion of the Company,  such  data  include  all
adjustments,   consisting  only  of  normal  recurring  adjustments,
necessary for a fair statement of the interim periods.

Principles of consolidation

The  consolidated financial statements include the accounts  of  the
Company   and  its  wholly-owned  subsidiary  since  its   date   of
acquisition,   August   31,  1995.   All  significant   intercompany
transactions are eliminated.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and  assumptions that affect the reported amounts in  the  financial
statements and accompanying notes.  Actual results could differ from
these estimates.

Pre-opening costs

Costs  associated with the opening of a new laser eye surgery center
are  expensed during the first full month of the Center's operation.
Pre-opening costs recorded as other current assets were $145,828  at
September 30, 1996.

Earnings per share

Net  income  (loss)  per share is based upon  the  weighted  average
number  of  common shares outstanding during the periods  presented.
Common  stock  equivalents  (stock options  and  stock  appreciation
rights) are anti-dilutive and are not included in the calculation.

4.   Acquisition

On August 31, 1995, the Company acquired the minority interest (33%)
of   Toronto   Laservision  Centre  (1992),  Inc.   ("Centre")   for
approximately  $140,000.  The Company previously owned  67%  of  the
Centre;  however, it did not have control of the activities  or  the
business  affairs  of  the  Centre  because  of  the  terms  of   a
shareholders'  agreement.  During the period that the Company  owned
less than 100% of the Centre, its investment was accounted for under
the  equity  method of accounting whereby the Company  recorded  its
proportionate share of the Centre's income and losses as  equity  in
income of unconsolidated affiliate.  Commencing in September 1995,
when  the  remaining  33% of the Centre was  acquired,  the  Company
consolidated  the  Centre's  operations  with  those  of   its   own
operations.

On  October  28,  1996  the Company acquired the  shares  of  938051
Ontario, Inc., a Canadian corporation that owns a laser eye  surgery
center in Ft. Erie, Ontario, Canada, for approximately $320,000 plus
the  assumption of the lease for the laser.  The sellers have placed
$64,000  of  the purchase in escrow for certain legal  matters.   In
addition,  the  sellers can receive additional consideration  up  to
$280,000  depending on future case volumes.

5.   Investments in Unconsolidated Affiliates

In September 1996 the Company bought a 43% interest in a new laser
eye  surgery  center in Helsinki, Finland.  The Company  also  has
investments  in  three limited liability companies  that  own  and
operate PRK surgery centers.

The Company accounts for its investment in these limited liability
companies,  as  well  as its investment in the Helsinki  facility,
using  the equity method.  The Company's share of losses  incurred
by its unconsolidated affiliates was $230,024 and $734,366 for the
three and nine months ended September 30, 1996, respectively.

In  1996, the Company sold its investment in Continuum Biomedical,
Inc.,  which  had been accounted for using the equity method,  for
$1,000,000;  resulting in a gain of $545,903.  Proceeds  from  the
sale were received in April 1996.

6.   Preferred Stock

At  the  Annual Meeting of Stockholders held on June 3, 1996,  the
stockholders   approved  an  Amendment  to  the   Certificate   of
Incorporation to decrease the number of authorized shares of Class
A  Preferred  Stock from 10,000,000 shares to 1,688  shares.   The
stockholders  also  approved an amendment to  the  Certificate  of
Incorporation  which creates and authorizes the Company  to  issue
5,000,000 shares of an additional class of preferred stock ("Class
B  Preferred  Stock").  The Board of Directors has  discretion  to
determine the terms of the Class B Preferred Stock without further
stockholder  approval; however, in no event will  the  holders  of
Class  B Preferred Stock be granted voting rights superior to  the
voting rights of any other existing class of stock authorized  for
issuance by the Company.

7.   Related Party Transactions

LCA-Vision  provides  certain  administrative  services   to   two
ambulatory surgery centers, and leases the facility space for one,
that   have  as  their  majority  owner  the  Company's  principal
stockholder.   For the three and nine months ended  September  30,
1996,  the  Company  recorded rent and  service  income  of  $0and
$324,968,  respectively, and has an account  receivable  from  the
surgery centers of $387,571 at September 30, 1996.

Item  2.    Management's  Discussion  and  Analysis  of  Financial
Condition and  Results of Operations.

In  July 1995, the stockholders of Laser Centers of America,  Inc.
("LCA")  acquired  control  of  an  inactive  corporation,  Maxoil
Incorporated, which then changed its name to LCA-Vision Inc. ("LCA-
Vision"  or  the  "Company").  LCA-Vision was  inactive  and  non-
operational at the time of its acquisition by the LCA stockholders
in July 1995.


On  August 31, 1995, the Company acquired the minority interest of
Toronto  Laservision Centre (the "Centre").  LCA previously  owned
67%  of  the  Centre;  however, it did not  have  control  of  the
activities or the business affairs of the Centre and, accordingly,
recorded  its investment using the equity method until August  31,
1995.   The  operations of the Centre since August 31,  1995,  are
included  in the consolidated financial statements of the Company.
The Centre provides corrective eye surgery using laser technology.


On  September 29, 1995, LCA merged with LCA-Vision. At the time of
the merger, two stockholders together owned 92% of the outstanding
voting stock of LCA-Vision and 100% of LCA.


Immediately prior to the merger of LCA and LCA-Vision, LCA  issued
a  dividend  of  $6.4 million to its stockholders  representing  a
portion of the S Corporation earnings previously included  in  the
taxable income of the stockholders.  Prior to the merger, the  LCA
stockholders, utilizing the proceeds of their dividends, purchased
$2 million worth of LCA-Vision Common Stock at $2.00 per share and
loaned  approximately  $4.4 million to LCA-Vision  for  which  the
stockholders received long-term promissory notes for the principal
amount  of the loan plus interest at 6.91%.  The promissory  notes
become  due  and payable on September 26, 2005, but  any  and  all
amounts  due  under  the promissory notes may be  prepaid  without
penalty at any time.


Liquidity and Capital Resources


LCA-Vision's   principal  capital  requirements  include   working
capital for the financing of accounts receivable from its hospital
surgery  management  contracts,  the  continuing  development   of
marketing  programs  for its laser eye surgery  centers,  and  the
equipping  and  furnishing  new laser eye  surgery  centers.   The
Company  has  historically financed its  operations  through  bank
borrowings and internally-generated funds.  At September 30, 1996,
the  Company has $950,017 in cash and temporary investments  which
it  plans  to  use  to  maintain its  existing  business  and  for
expansion  into  the  refractive  eyecare  center  business.   The
Company  also  has an $8 million bank line of credit  for  use  in
meeting its working capital requirements.  At September 30,  1996,
there were borrowings of $1,940,000 outstanding under this line of
credit;  the assets of the Company serve as collateral  for  these
borrowings.


The  Company expects the laser eye surgery centers to  become  its
primary  business  focus.  Each center costs  between  $1  and  $2
million  to equip and furnish the actual cost varies depending  on
the  configuration  of each center, costs incurred  for  leasehold
improvements,  costs  of  furnishing, and  equipment  costs.   The
Company has been able to finance the costs of the lasers through a
leasing  company.   The remaining costs have been  funded  through
working  capital  or by forming operating companies  with  another
investor(s)--principally hospitals and certain physicians.


At  September 30, 1996, the Company had cash and cash  equivalents
of $802,847.  The Company had negative working capital of $641,103
at  September 30, 1996.  This is due primarily to the use  of  its
line  of  credit  to fund the expansion of its laser  eye  surgery
business.  Net cash used to purchase property and equipment and to
invest  in  unconsolidated  affiliates was  $3,354,626;  of  which
$1,940,000 was funded by borrowings under the line of credit.


Cash  used  by  operating activities for  the  nine  months  ended
September  30,  1996  was  $1,203,270.   Cash  used  in  operating
activities  was principally the funding of the anticipated  losses
from  the  expansion  of  the  laser  eye  surgery  business.   At
September  30, 1996, the Company had cash and cash equivalents  of
$802,847.  Since December 1, 1995, the Company has opened nine (9)
laser eye surgery centers (two in December)--five wholly-owned and
four  with  investors.   Five new wholly-owned  centers -Columbus,
Ohio;  Palo  Alto, California; Clearwater, Florida;  Buffalo,  New
York;  and  Albany, New York--are slated to open by  December  31,
1996.   This  will  raise  the total to nineteen  (19)  laser  eye
surgery   centers  in  operation  at  December   31,   1996.    In
anticipation of this and future expansion, management is  actively
exploring financing options including:  expanded use of  the  line
of credit; public offering or private placement of equity or debt;
lease  financing  of  capital equipment; or  some  combination  of
these.   To  assist  in evaluating the Company's  options  and  in
raising  the  necessary  capital, the  Company  has  retained  the
services of a large New York-based investment banking firm.


Results of Operations


Net  revenue  for the three months ended September  30,  1996  and
1995, were $3,243,075 and $3,625,792 , respectively.  Net revenues
for  the  nine  months  ended September 30, 1996  and  1995,  were
$10,454,551 and $10,164,162, respectively. Even though the  number
of hospitals under management contract has declined since June 30,
1995, the decline in revenues from this source has been offset  in
large  part  due  primarily to the rollout of  laser  eye  surgery
centers  and  the  acquisition of the  minority  interest  in  the
Toronto center.



Management anticipates that the composition of future revenue will
change as more laser eye surgery centers are developed and as  the
photorefractive  keratectomy (PRK) procedure becomes  more  widely
known  and  accepted by ophthalmic physicians and their  patients.
Revenues from hospital-based multi-specialty centers will be  less
significant  to the Company while revenues from laser eye  surgery
centers  are expected to increase.  The extent and degree  of  the
shift  in the Company's future revenues are subject to significant
uncertainty.


The Company's change in focus from a contract manager of laser and
minimally  invasive surgery programs to an owner and  operator  of
laser  eye  surgery  centers  has  resulted  in  increased  direct
operating  costs  and  selling and administrative  expenses.   The
primary  increases are due to additional personnel needed for  the
laser  eye  surgery centers and the marketing efforts required  to
educate  both  consumers and the medical community about  the  PRK
procedure  and its benefits.  It is anticipated that interest  and
sales should build as the public learns more about this procedure,
but  this  educational  effort results  in  significant  marketing
expenditures.


Depreciation and amortization totaled $386,926 and $1,171,224  for
the  three and nine months ended September 30, 1996, respectively,
compared  to  $232,686 and $728,947 for the three and nine  months
ended   September  30,  1995,  respectively.   The   increase   in
depreciation  is  due  to  the  significant  capital  expenditures
required to equip and furnish the laser eye surgery centers.


Interest expense for the three and nine months ended September 30,
1996, increased $135,137 and $395,986 compared to the same periods
ended  September 30, 1995, as a result of the increased borrowings
related to the capitalized leases for the lasers, borrowings under
the line of credit, and the loans from the principal shareholders.


The  $545,903  gain  on the sale of investment  in  unconsolidated
affiliate is the difference between the net selling price and  the
carrying  value  using  the equity method of  accounting  for  the
investment in Continuum Biomedical, Inc.  This investment was sold
in  the  first quarter 1996 and the Company received  proceeds  of
$1,000,000 from the sale.


Income taxes for the nine months ended September 30, 1996, are the
Canadian income taxes due on the profits of the Toronto laser  eye
surgery  center.  The Company is unable to utilize  its  operating
losses  against prior years' income because, prior to  the  merger
discussed  above, it was taxed as a S Corporation.  As  a  result,
federal  and  certain  state  income  taxes  were  paid   by   the
shareholders rather than by the Company.  The pro forma  provision
for  income taxes and pro forma net income for the three and  nine
month  periods  ended  September 30, 1995, reflect  the  Company's
results of operations for such periods as if it had not elected to
be taxed as a S Corporation.


The  Company  had  a net loss of $1,091,166 for the  three  months
ended  September 30, 1996, compared to net income of $337,990  for
the  three months ended September 30, 1995.  The Company had a net
loss  of $2,567,839 for the nine months ended September 30,  1996,
compared  to  net  income of $750,120 for the  nine  months  ended
September  30,  1995.   The  losses  are  due  primarily   to  the
increased  costs associated with the expansion of  the  laser  eye
surgery  business and the reduced number of hospital-based surgery
programs the Company manages.



Part II.  Other Information.

Item 1.   Legal Proceedings                                     
None

Item 2.   Changes in Securities.                                
None

Item 3.   Defaults upon Senior Securities.                      
None

Item 4.   Submission of Matters to a Vote of Security Holders.  
None

Item 5.   Other Information.                                    
None

Item 6.   Exhibits and Reports on Form 8-K.

       (a)      Exhibits.

         Exhibit 11  Computation of Per Share Earnings (Loss)

         Exhibit 27  Financial Data Schedule


       (b)  Reports on Form 8-K.                                   
    None
          



Signatures

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

LCA-VISION INC.






Date November 13, 1996        /S/ Stephen N. Joffe

                             Stephen N. Joffe
                              President and Chief Executive Officer







Date November 13, 1996        /s/ Larry P. Rapp

                              Larry P. Rapp
                              Chief Financial Officer