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 March 31, 1997.

[    ]  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 Road, Cincinnati, Ohio  45236
     (Address of principal executive offices)

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


 (Former name, former address and formal fiscal year, if changes
               since last report.)
               
Check whether then 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
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 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    X      No
                                
              APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
19,599,231 shares as of May 9, 1997.

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





                         LCA-VISION INC.

                              INDEX
                                
                                
                                
Signatures
                                             Page No.
Facing Sheet                                    1
Index                                           2
Part I. Financial Information

  Item 1.   Financial Statements

    Unaudited Condensed Consolidated 
    Balance Sheet, March 31, 1997               3

    Unaudited Condensed Consolidated 
    Statements of  Operations for
    the Three Months ended March 31,
    1997 and 1996                               4

    Unaudited Condensed                         
    Consolidated Statements of
    Cash Flows for the Three
    Months ended March 31,                      
    1997 and 1996                               5

    Notes to Unaudited                          
    Condensed Consolidated
    Financial Statements                        6

  Item 2.   Management's Discussion Analysis 
  of Financial Condition and Results of 
  Operations                                    10


Part II.  Other Information                     14

  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                                      15
<PAGE>
<TABLE>

                         LCA-VISION INC.

              Condensed Consolidated Balance Sheet March 31, 1997
                           (unaudited)
<CAPTION>

                             ASSETS
<S>                                           <C>
Current assets                                $    840,705
  Cash and cash equivalents
  Accounts receivable, net of 
  allowance for doubtful accounts 
  of $100,236                                    1,065,565

  Supplies inventory, prepaid                    
  expenses and other                             1,115,905         
   
Total current assets                             3,022,175

                      
Property and equipment, net                      9,312,263

Investment in unconsolidated affiliates            208,832

Other assets                                     1,138,901

Total assets                                  $ 13,682,171

 
LIABILITIES AND SHAREHOLDERS'
EQUITY                     
Current liabilities                    
  Accounts payable                            $    559,171
  Bank line of credit                            5,492,000         
       
  Accrued liabilities and other                    953,530    
                                
  Current portion of long-term debt                821,992
  Deferred revenue                                 241,700
Total current liabilities                        8,068,393
                                             
Long-term debt, net of current portion           4,737,612         

Note payable to shareholder                      1,500,000         
      
Total liabilities                               14,306,005
                                     
Shareholders' equity 
  Preferred stock (Note 5)                       2,521,679
  Common stock - authorized                    110,000,000
  shares, $.001 par value;
  19,599,231 shares issued and outstanding          78,931
  Paid-in capital                                3,227,682
  Retained deficit                              (6,426,486)
  Treasury stock - 10,909 shares                   (30,000)
  Translation adjustment                             4,360
Total shareholders' equity                        (623,834)

Total liabilities and shareholders' equity    $ 13,682,171
</TABLE>


 The Notes to Condensed Consolidated Financial Statements are an
 integral part of this statement.
                
<TABLE>
                            LCA-VISION INC.
         Condensed Consolidated Statements of Operations
       for the Three Months Ended March 31, 1997 and 1996
                           (unaudited)
<CAPTION>                           
                           

                                      1997             1996
<S>                                  <C>           <C>
Net revenue                          $ 2,762,415   $  3,685,704
Direct operating  expenses             1,871,295      1,733,918
General and administrative expenses    1,879,124      2,081,439 
Pre-opening expenses                     162,605         87,444
Depreciation and amortization            413,380        361,996
Operating loss                        (1,563,989)      (579,093)
 
Equity in loss of unconsolidated 
affiliates                                (9,745)      (325,922)
       
Interest expense                        (235,780)      (163,577)
Interest income                           19,150         26,904    
 
Other                                      6,061          2,201
Gain on sale of investment of 
unconsolidated affiliate                       0        545,903
                       
  
Loss before income taxes              (1,784,303)      (493,584) 
Income taxes                                             30,528
      
Net loss                              (1,784,303)      (524,112)

Accrued dividend - Class B
  preferred stock                        (49,969)             0

Account applicable to loss
  per common share                   $(1,834,272)  $  ( 524,112)

Net loss per common share            $     (0.09)  $      (0.03)

                       
Average common shares outstanding     19,596,398     19,685,321

</TABLE>

The Notes to Condensed Consolidated Financial Statements are an
integral part of this statement.

<PAGE>
<TABLE>

                         LCA-VISION INC.
         Condensed Consolidated Statements of Cash Flows
       for the Three Months Ended March 31, 1997 and 1996 
                           (unaudited)
<CAPTION>

        
                                             1997               1996
<S>                                         <C>              <C>
Cash flows (used) by operating activities:
Net loss                                    $( 1,784,303)    $  (524,112)
Adjustments to reconcile net 
loss to net cash used by operation
activities:
Depreciation and amortization                    413,380         361,996
Equity in earnings of affiliate                    9,745         325,992
Gain on sale of investment in unconsolidated
       affiliate                                                (545,903)
Write down of intangible assets                                  106,772


Changes in operating assets and liabilities
  (Increase) decrease in:
Accounts receivable                             (115,174)       (370,521)
Other current assets                              83,578          22,089
Increase (decrease) in:
Accounts payable                                (219,288)       (166,515)
Other current liabilities                         84,506         433,903
Deferred revenue                                  11,693         170,625
Net cash used by operating activities         (1,515,863)       (185,744)

Cash flows from investing activities:
Purchase of property and equipment              (247,695)       (945,750)
Investment in unconsolidated affiliates                         (806,939)
Net cash used in investing activities           (247,695)     (1,750,689)

Cash flows from financing activities:
Proceeds from sales of common stock               50,500
Repayment of long-term debt and capital 
    lease obligations                           (202,170)        (30,578)
Repayment of notes payable shareholders                         (187,705)
Borrowings from bank line of credit            2,054,000         602,000
Other                                            (22,093)         10,377
Net cash from financing activities             1,880,237         394,094

Increase (decrease) in cash                      116,679      (1,542,339)

Cash and cash equivalents, beginning of period   724,026       2,587,151

Cash and cash equivalents, end of period         840,705       1,044,812

</TABLE>

 The Notes to Condensed Consolidated Financial Statements are an integral
 part of this statement.
<PAGE>

                         LCA-VISION INC.
      Notes to Condensed Consolidated Financial Statements
       for the Three Months Ended March 31, 1997 and 1996
(unaudited)

1.  Description of Business Organization

On  September  29,  1995, LCA-Vision Inc.  (LCA-Vision or  the
Company) 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's.
Shareholders'  equity  was restated to reflect the capital structure
of LCA-Vision at the time of the merger.

Immediately  prior to the merger, LCA distributed  $6,390,772  to
its shareholders which represented a portion of the subchapter S
corporation earnings previously included in the taxable income of
its shareholders.  The proceeds of the distribution were used  by
the shareholders to acquire shares of LCA-Vision common stock for $2
million and to loan the remainder to LCA-Vision, receiving two
promissory notes.

Business

LCA-Vision  is  a leading developer and operator of free-standing
laser refractive surgery centers. The Company also manages laser and
minimally invasive surgery programs for hospitals and medical
centers.

The  laser  refractive surgery centers operated  by  the  Company
provide the  facilities,  equipment  and  support  services  for
performing various corrective eye surgeries that employ state-of
the-art  laser  technologies.  The  surgeries  performed  in  the
Company's  centers primarily include photorefractive  keratectomy
(PRK)  for treatment of myopia (nearsightedness). As  of  March 31, 
1997,  the  Company  had fifteen laser  refractive  surgery
facilities in the United States, two in Ontario, Canada, and  one in 
Helsinki, Finland. The Company opened two centers in January 1997
Albany, New York and Mountain View, California  and  one center in
March 1997 - Warren, Ohio.

The Company manages 26 multi-specialty laser surgery programs  at
various medical  facilities  on a contract  basis.  The  Company
structures  its contractual arrangements to  match  compensation
with  the value of the specific services it provides. The Company is 
generally  paid  on  a fixed amount  for  the  initial  work
performed  to  render  a  center operational  and  then  receives
compensation   to   service  a  center  on an  ongoing   basis.
Compensation  is  generally fixed based on procedures performed;
based on increased surgical volume or reduced surgical costs; or a 
combination of such. Contracts may also compensate the Company for
conducting  the  education and  marketing  programs  of  the
surgical center and its staff including doctors.


2.  Significant Accounting Policies

The  March  31,  1997  and  1996 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 Presentation

The consolidated financial statements include the accounts of
LCA-Vision Inc.,  a  Delaware  corporation,  and  its wholly-owned
subsidiaries  after  elimination  of intercompany  balances  and
transactions.  Certain reclassifications of  prior  year  numbers
have been made to conform with the current presentation.

Stock Split

In June 1996, the shareholders approved a one-for-four reverse stock 
split  of  the Company's common and preferred stock.  The number  of 
shares  and  per  share data  in these  consolidated financial 
statements  have been adjusted retroactively  to  give effect  to 
these splits as if they had occurred at the beginning of the
earliest period presented.

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 of
assets and liabilities and disclosure of contingent assets and
liabilities  at  the dates of the financial statements  and  the
reported amounts of revenues and expenses during  the  reporting
periods. Actual results could differ from those estimated. 

Pre-opening Costs

Cost  associated  with  the opening of  a  new  laser refractive
surgery  center  are  expensed during  the  first month  of  the
center's operation.

Investments in Unconsolidated Affiliates

The  equity  method is used for investments in  laser refractive
surgery  centers in which the Company has 50% or less  ownership.
These   investments   are  recorded  at the  Company's initial
investment, increased or decreased by the Company's share of the
center's income or loss, less distributions received.

Impact of Recently Issued Accounting Standards

In  February  1997, the FASB issued statement No. 128, Earnings per 
 Share,  which  establishes  standards  for computing  and
presenting  earnings  per  share. Statement 128  simplifies  the
standards  for computing earnings per share previously  found  in
APB  Opinion  No.  15, Earnings  per  Share,  and  makes  them
comparable  to international earnings  per  share  calculations.
Statement 128 is effective for financial statements  issued  for
periods  ending after December 15, 1997, and requires restatement of 
all  prior-period  earnings per  share  data presented.  The Company 
expects that adoption of Statement 128 will not  have  a material 
effect  on earnings per share or prior period  earnings per share
data.

3.  Acquisitions

On October 28, 1996, the Company purchased the outstanding shares of
938051 Ontario Inc. (The Eye Laser Centre). The terms of the
acquisition provided, among other things, for the Company to  pay
$160,000 in cash and provide a letter of credit in the amount  of
$64,000  to  be  held  in escrow  pending  the  earlier  of  the
following:  (1) dismissal of a patent infringement lawsuit  filed
against one  of  the sellers, or (2) settlement or  final  court
determination  of the lawsuit. In addition, the  Company may  be
required  to issue unregistered common stock with a total  market
value of $280,000 or cash totaling $224,000 based on whether  The
Eye  Laser  Centre achieves certain performance  objectives.  The
acquisition of  The Eye Laser Centre has been accounted for using
the  purchase method of accounting. The purchase price in  excess of 
the  net assets  acquired ($124,175) has  been  recorded  as
goodwill which is being amortized over 5 years.


4.  Notes Payable - Shareholders

The notes  payable - shareholders mature on September 25, 2005, and
bear interest at 6.91%. The promissory notes can be repaid, in whole
or in part, prior  to maturity without penalty. In 1996, the 
Company   repaid   $354,097  of  the  notes.  In   two separate
transactions in December 1996, the principal shareholders  converted
$2,521,672 of their notes into  Class  B preferred stock (note 5).
At March 31, 1997, the principal and interest totaling $1,883,776 is
owed.

5.  Preferred Stock

Preferred Stock consists of:
  Class A, $.001 par value
  1,688 shares authorized, 1,688 shares issued ($67,510
  aggregate liquidation preference)                    $         7

  Class B, $.001 par value, 7% dividend
    First Interim Series, 6 shares issued ($1,200,000
    aggregate liquidation preference)                   1,200,000

   Second Interim Series, 6.6 shares issued ($1,321,672
    aggregate liquidation preference)                   1,321,672


                                                       $2,521,679


The  holders  of  the Class B interim series preferred have  the
right  to convert the preferred stock into common stock beginning
July  1, 1997. The conversion price is the average of the closing
bid  prices  of the Company's common stock for the 30-day  period
ending three (3) days prior to the date of conversion.

The  shares are automatically converted into any class or series of
equity securities effected on or before June 30, 1997 and with gross
proceeds of at least $10,000,000. In the event of a private
placement that does  not  meet the above criteria, the holders of
the securities have  the  right to convert on a pro rata basis. The 
conversion price  is  the price per share of the shares issued in
connection with the private placement.  At March 31, 1997, dividends
totaling $49,969 have been accrued. 

6.  Investments in Unconsolidated Affiliates

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. The gain was recorded in
the first quarter of 1996, the proceeds were received in April 1996.


7.  Related Party Transactions

The  Company's principal shareholder is the majority owner
of the LCA  Center  for Surgery, Ltd. (Surgery, Ltd.). Surgery, 
Ltd. occupies a portion of the Company's office building for which
the Company  recorded  income of $40,267 for the three  months ended
March  31, 1996.  The Company also provided certain administrative
and  marketing services for which it recorded income  of  $15,000
for  the  three months ended March 31, 1996. Included in accounts
receivable at March 31, 1997 is $15,564 due from Surgery, Ltd.

In  May, 1995, LCA and its principal shareholder acquired 45% and
35%  ownership interests, respectively, in the Surgery Center  of
Georgia, LLC (SCG) in return for guarantees of certain debt  of SCG. 
As  part of the merger and restructuring (see Note 1),  LCA
distributed  its interest in SCG in return for removal  from  the
guarantees of SCG's debt. LCA-Vision recorded income  of   $9,000
and $24,594 for the three months ended March  31, 1997  and 1996,
respectively, for administrative  and  marketing services  provided 
to  SCG. Included in accounts receivable  at March 31, 1997, is
$97,850 due from SCG.  The  Company  provided a $60,000 advance to
a former officer  in 1995.  The advance is supported by a promissory
note due November 29,  1996, with interest payable at 8.75%. The
note was  extended and  in  January, 1997, the officer repaid
$30,000 of the balance due  by selling to the Company 10,909 shares
of its common  stock at  the then  market  value. At March 31, 
1997,  principal  and interest  approximating $35,000 is included in 
prepaid expenses and other.



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

Overview

LCA-Vision  Inc.  (LCA-Vision or the Company)  is  a leading
developer and operator of free-standing laser refractive  surgery
centers and manages laser and minimally invasive surgery programs
for  hospitals and medical centers.  The laser refractive surgery
centers operated by the Company provide the facilities, equipment
and  support services  for  performing  various  corrective  eye
surgeries  that employ state-of-the-art laser technologies.   The
surgeries performed in the Company's centers  primarily  include
photorefractive keratectomy  ("PRK")  for  treatment  of  myopia
(nearsightedness).  The Company  also  manages  26  multi-specialty 
laser surgery programs at various medical facilities on a contract
basis.                                    

The Company   structures  its  contractual  arrangements to match
compensation with the value of the specific services it provides.
The Company is generally paid a fixed amount for the initial work
performed  to  render  a  center operational  and  then  receives
compensation to service a center  on  an   ongoing   basis.
Compensation  is generally fixed based on procedures  performed;
based on increased surgical volume or reduced surgical costs;  or a
combination of such.  Contracts may also compensate the Company for 
conducting  the  education and  marketing programs  of  the surgical
center and its staff including doctors.

The  Company derives its revenue from three primary sources:  (i)
fees  for  surgeries  performed at its laser refractive  surgery
centers, (ii) contractual fees for managing multi-specialty laser
surgery  programs,  and (iii) fees for marketing  and  education
programs; management fees for operating laser refractive  surgery
centers  of  investees; and miscellaneous sources. Miscellaneous 
sources include product  sales - lasers and laser surgery 
instruments - which the Company began phasing out effective December
31, 1996. 

The  Company classifies its operating expenses into the
following categories:                              

(a) direct operating expenses which  include:  (i) laser refractive 
surgery  centers --   labor,  physician  fees, Pillar   Point 
royalty  fees  (a  royalty  fee   paid   to the manufacturers of the
FDA-approved lasers of $250 per procedure), facility   rent  and 
utilities,  and  surgical supplies;   (ii) multi-specialty laser
surgery programs - - labor; and (iii) other services  and products
--  labor and cost of products  sold;  (b) general  and 
administrative expenses  which  primarily  include marketing 
program costs, headquarters staff expenses  and  other overhead
costs;  (c) center pre-opening expenses  which  include direct costs
incurred prior to opening a laser refractive surgery center; and (d)
depreciation and amortization. 

Results of Operations

The Company's results of operations in any period are significantly
affected by the number of laser refractive surgery centers  opened 
and  operating, the number of hospitals under management  contract, 
and the level of services  contracted  by hospitals  and  others 
during such period.   Given  the  limited period  of  time that
the laser refractive surgery  centers  have been  opened, the 
Company's results of operations  may  not  be indicative of future
results.  The following table reflects the Company's expansion into
laser refractive surgery centers:


                  1997                       1996
                    Q1         Q4        Q3        Q2     Q1
Operating at
beginning of
period                        
 Wholly-owned       10          6         5         4     2
 Investees           5          3         3         3     1
              

Opened/acquired
during period        3          4         1         1     2
 Wholly-owned                   2                         2
 Investees

Operating  at
end of period
 Wholly-owned       13          10        6         5      4       
 Investees           5           5        3         3      3


The Company records the activity of its investee laser refractive 
surgery centers using the equity method of accounting.

The  following  table  reflects the  number  of  hospitals under 
management contract for the three months ended March 31:

                               1997                  1996
Beginning of period             26                    38
End of period                   26                    31

The  following  table  reflects the sources of consolidated  net
revenue:


                                 Three Months Ended March 31, 
                                     1997           1996
                                  
Net revenue
Laser refractive surgery centers       57.4%        17.4% 
Multi-specialty laser surgery programs 25.3         35.9
Other                                  17.3         46.7

                                      100.0%       100.0%


The  following table reflects the direct cost associated with the
principal sources of the company's revenue:

                                   Three Months Ended March 31, 
                                       1997        1996
Direct costs
Laser  refractive surgery centers       87.9%      89.8% 
Multi-specialty laser surgery programs  39.9%      30.4%
 

Net  revenue for the three months ended March 31, 1997, decreased
$923,289 compared to the three months ended March 31, 1996.  1997
net  revenue  was  positively impacted by the  opening  of  laser
refractive  surgery centers. This source of revenue  offset  the
decline in marketing and education services provided to hospitals
and  surgery centers.  Revenue from multi-specialty laser  surgery
programs  declined  as  a  result of the  decreasing number  of
facilities  under  contract.  In  addition,  the cost  reduction
programs  instituted by health care providers negatively  impacted
their marketing and education expenditures. Revenue for the three 
months  ended March 31, 1996 includes one-time income of $256,375
from  the implementation  of programs  in  hospitals  and  laser
refractive   surgery  centers  of  investees   and   a contract
cancellation fee.

Procedures  performed  at laser refractive surgery  centers that
opened in the first three months of 1996 and have therefore, been
open  a  full year increased 189.6%. Procedures performed at  all
centers  in  the first quarter 1997 increased 34.3%  compared  to
total procedures performed in the fourth quarter of 1996.  Centers
opened  in  the  first  quarter 1997 contributed  6.9 percentage
points of this overall increase.

Management  anticipates that the composition  of  future revenue
will  change as more laser eye surgery centers are developed  and as 
the photorefractive keratectomy ("PRK"), a procedure in which lasers 
are used to permanently correct nearsightedness,  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. Direct   operating  expenses  were 
$1,871,295  in 1997 which represents an increase of $137,377
compared to 1996. The increase in direct  operating  expenses is 
primarily a  result  of  the Company's  expansion into the laser
refractive surgery  business. Direct operating expenses comprise the
significant fixed costs of performing  the procedure as well as the
costs of  maintaining  a facility.  These costs will become a lesser
percentage of revenue as procedure volume increases.  Direct
operating expenses related to  the  other sources of revenue are
more variable and fluctuate generally with the level of revenue. 
General and administrative expenses were $1,879,124 in 1997 which
represents a decrease of $202,315 compared to 1996. The  decrease
was  due to cost controls instituted at the end of 1996. In 1997,
the  Company  has spent approximately $470,000 for marketing  and
advertising programs to educate and inform individuals about PRK.
Other  expenses such as telephone, legal, insurance, and  repairs
and  maintenance increase as the Company  opens  new  refractive
laser surgery centers.  Depreciation and amortization increased in
1997 compared to 1996 due   to  the  increase  in  property  and 
equipment, primarily equipment for the refractive laser surgery
centers.  Interest  expense was $235,780 in 1997 which is  an
increase  of $72,203 compared to 1996.  The increase is primarily a
result  of the  increased borrowings related to the capitalized
leases  for the  lasers and borrowings under the line of credit
offset by the reduction in 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 in April, 1996 from the sale.


Liquidity and Capital Resources

The  Company's  principal  capital requirements  include working
capital  for  the  financing  of  accounts receivable  from  its
multi-specialty  laser surgery program contracts,  the  equipping
and  furnishing  of  its laser refractive  surgery  centers,  the
continuing development of marketing programs, and the funding  of
operating  losses  of its laser refractive surgery centers.   To
date,  the  Company  has funded its capital requirements  largely
from   internally-generated  funds, lease  financing,  and  bank
borrowings.


The  Company has an $8 million line of credit, expiring July  1,
1997,  which it has used to maintain its existing businesses  and to
expand its  laser  refractive  surgery center   business. 
Borrowings under this line of credit were $5,492,000 at March 31,
1997.   The Company anticipates renewing the bank line of  credit
prior  to  its expiration.  There is, however, no assurance  that
the  bank  will  renew the line of credit  or,  if  the  line  is
renewed, on the same terms and conditions.  At  March  31,  1997, 
the Company had cash equivalents totaling $840,705 and  negative 
working  capital  of $5,046,218. The negative working capital is
primarily due to the use of the  bank line  of credit  to fund the
expansion of the  laser  refractive surgery  centers and to fund
their anticipated losses.  Net  cash used to purchase property and
equipment was $247,695 and $943,750 for the three months ended March
31, 1997 and 1996, respectively.  Cash  used  by  operating
activities for the three  months ended March   31,   1997   and 
1996  was  $1,515,863   and $185,744, respectively.  Cash used in
operating activities was  principally the  funding  of the
anticipated operating losses  of  the  laser refractive surgery
centers.  Capital  of  $50,500  was raised  in the first  quarter 
of 1996 through the   sale   of  common  stock  in  private
placement transactions.   With  the first year cost of a laser 
refractive surgery  center  of  approximately $1 million,  the 
Company  has concluded  that additional capital is necessary to 
continue  the rollout  of new centers and to accelerate the
operational changes underway.  On March 3, 1997, the Company
announced that  it  had engaged  an  investment  banking firm to
arrange  a  $12 million private  placement  of  equity securities
for  the Company.  The proceeds of this financing, when completed,
will  be  used  for future  rollouts of new laser refractive 
surgery centers and  for general  corporate  purposes.    There is 
no assurance  that  the financing will be completed. 



               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      May 14, 1997          /s/ Stephen N. Joffe
                                Stephen N. Joffe
                                President and Chief
                                Executive Officer


Date      May 14, 1997          /s/ Larry P. Rapp
                                Larry P. Rapp
                                Chief Financial Officer
  


                            LCA-VISION INC. 
                     Computation of Per Share Loss
                        For the Three Months Ended 
                        March 31, 1997 and 1996


                                           1997        1996

Primary Per Share Loss

Net loss available for common 
   shareholders                      $(1,834,272)  $  (524,112)


Shares:

Weighted average number of common
  shares outstanding                  19,596,398    19,685,321
Additional shares assuming exercise
  of stock options                      (a)                (a)

Average common shares and equivalents
   as adjusted                         19,596,398   19,685,321

Loss per common share                $      (0.09) $     (0.03)


(a) Net loss per share is based on outstanding common shares.
Assuming exercise of options would be anti-dilutive as an
increase in the number of shares assumed to be outstanding would
further reduce the amount of the loss per share.