U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form  10-Q

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2000.

[    ]  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 registrant as specified in its charter)

|Delaware

(State or other jurisdiction of

incorporation or organization) | 11-2882328

(IRS Employer

Identification No.)
|------------------------------------------------------------------------- | ----------------------------------------------

7840 Montgomery Road, Cincinnati, Ohio  45236

(Address of principal executive offices)

(513) 792-9292

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant 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
|--- | - | --

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of
the latest practicable date: 52,085,866 shares as of July 31, 2000.

LCA-VISION INC.

INDEX

|Facing Sheet                  
|------------------------------
|Index                         
|Part I.  Financial Information
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|Part II.	Other Information    
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|Signatures                    

|LCA-Vision Inc.                      
|-------------------------------------
|Condensed Consolidated Balance Sheets
|June 30, 2000 - December 31, 1999    
|(Unaudited)                          

| | Dollars in thousands except per share data
| | ------------------------------------------

|                                               | June 30, 2000                                      |                       | December 31, 1999    
|---------------------------------------------- | -------------------------------------------------- | --------------------- | ---------------------
|Assets                                         |                                                    |                       |                      
|Current Assets                                 |                                                    |                       |                      
|                                               | Cash and cash equivalents                          | $6,665                |                      
|                                               | Short-term investments                             | 38,228                |                      
|                                               | Accounts receivable, net                           | 3,791                 |                      
|                                               |                                                    | Deferred tax asset    | 631                  
|                                               | Prepaid expenses, inventory and other              | 1,834

-------------- |                      
|Total current assets                           | 51,149                                             |                       | 53,776               
|                                               |                                                    |                       |                      
|Property and equipment, net                    | 13,700                                             |                       | 9,726                
|Goodwill, net                                  | 828                                                |                       | 902                  
|Deferred tax asset                             | 13,162                                             |                       | 12,950               
|Obligations due from shareholders              | 708                                                |                       | 708                  
|Investment in unconsolidated business          | 256                                                |                       | 254                  
|Other assets                                   | 2,674

--------------                              |                       | 6,974

--------------
|Total assets                                   | $82,477

========                                  |                       | $85,290

========    
|Liabilities and Shareholders' Investment       |                                                    |                       |                      
|Current liabilities                            |                                                    |                       |                      
|                                               | Accounts payable                                   | $5,795                |                      
|                                               | Accrued liabilities and taxes                      | 1,582                 |                      
|                                               | Debt maturing in one year                          | 455

--------------   |                      
|Total current liabilities                      | 7,832                                              |                       | 4,955                
|                                               |                                                    |                       |                      
|Long-term debt                                 | 119                                                |                       | 250                  
|Minority equity interest                       | 18                                                 |                       | 40                   
|Commitments and contingencies                  | -                                                  |                       | -                    
|                                               |                                                    |                       |                      
|Shareholders' investment                       |                                                    |                       |                      
|                                               | Preferred stock                                    | -                     |                      
|                                               | Common stock ($0.001 par value; 52,046,528 shares  |                       |                      
|                                               | And 51,513,989 shares issued)                      | 111                   |                      
|                                               | Contributed capital                                | 89,562                |                      
|                                               | Warrants                                           | 2,353                 |                      
|                                               | Notes receivable from shareholders                 | (610)                 |                      
|                                               | Common stock in treasury, at cost (542,909 shares) | (1,532)               |                      
|                                               | Accumulated deficit                                | (15,384)              |                      
|                                               | Foreign currency translation adjustment            | 8

-------------      |                      
|Total shareholders' investment                 | 74,508

-------------                              |                       | 80,045

-------------
|Total liabilities and shareholders' investment | $82,477

========                                  |                       | $85,290

========    

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

LCA-VISION INC.
|-----------------------------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Income                                                                      
|for the Three and Six Months Ended June 30, 2000 and  1999                                                       
|(Unaudited)                                                                                                      
|                                                                                                                 

| | Dollars in thousands, except per share data
| | -------------------------------------------

|                                         | Three months ended June 30            |                          | Six months ended June 30
|---------------------------------------- | ------------------------------------- | ------------------------ | ------------------------
|Revenues                                 | 2000

------------------              | 1999

------------------ |                         
|                                         | Laser refractive surgery              | $15,004                  | $14,346                 
|                                         | Other                                 | 105

------------------  | 384

------------------ 
|Total Revenues                           | 15,109                                | 14,730                   |                         
|                                         |                                       |                          |                         
|Operating costs and expenses             |                                       |                          |                         
|                                         | Medical professional and license fees | 3,224                    | 6,186                   
|                                         | Direct costs of service               | 5,517                    | 2,732                   
|                                         | General and administrative            | 3,700                    | 2,357                   
|                                         | Marketing and advertising             | 4,141                    | 896                     
|                                         | Depreciation                          | 845                      | 724                     
|                                         | Restructuring accrual                 | -

----------------      | (150)

---------------- 
|Operating income (loss)                  | (2,317)                               | 1,985                    |                         
|                                         |                                       |                          |                         
|Equity in earnings from unconsolidated   | 3                                     | 94                       |                         
|                                         | Businesses                           
|Interest expense                         | (19)                                  | (27)                     |                         
|Interest income                          | 719                                   | 129                      |                         
|Other income (expense)                   | 538

----------------                 | 218

----------------    |                         
|Income (loss) before taxes on income     | (1,077)                               | 2,399                    |                         
|                                         |                                       |                          |                         
|Income tax expense (benefit)             | (409)

----------------               | 8

----------------      |                         
|Net income (loss)                        | (668)                                 | 2,391                    |                         
|                                         |                                       |                          |                         
|Preferred stock dividends                | -                                     | 44                       |                         
|                                         |                                       |                          |                         
|Income (loss) applicable to common stock | $(668)

=========                     | $2,347

=========        |                         
|Income (loss) per common share           |                                       |                          |                         
|                                         | Basic                                 | $(0.01)                  | $0.05                   
|                                         | Diluted                               | (0.01)                   | 0.05                    
|                                         |                                       |                          |                         
|Weighted average shares outstanding      |                                       |                          |                         
|                                         | Basic                                 | 51,881                   | 45,450                  
|                                         | Diluted                               | 51,881                   | 49,035                  
|                                         |                                       |                          |                         

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

|LCA-VISION INC.                                                                                 
|------------------------------------------------------------------------------------------------
|Condensed Consolidated Statements of Cash Flows                                                 
|for the Six Months Ended June 30, 2000 and 1999                                                 
|(Unaudited)                                                                                     
|                                                                                                
|                                                                                                
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|Cash flows from operating activities:                                                           
|Net income/(loss)                                                                               
|Adjustments to reconcile net income to net cash provided by                                     
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|Net cash provided by operations                                                                 
|                                                                                                
|Cash flows from investing activities                                                            
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|Net cash (used) by investing activities                                                         
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|Cash flows from financing activities:                                                           
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|Net cash (used) by financing activities                                                         
|                                                                                                
|Increase (decrease) in cash and cash equivalents                                                
|                                                                                                
|Cash and cash equivalents at beginning of period                                                
|Cash and cash equivalents at end of period                                                      
|The Notes to Condensed Consolidated Financial Statements are an integral part of this statement.

LCA-VISION INC.

Notes to Condensed Consolidated Financial Statements

for the Three and Six Months Ended June 30, 2000 and 1999

(Unaudited)

1.  Summary of Significant Accounting Policies

The June 30, 2000 and 1999 financial data are unaudited; however, in the opinion of the Company, such
data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair
presentation of the interim periods. The December 31, 1999 Condensed Consolidated Balance Sheet has
been derived from audited financial statements but does not include all disclosures required by generally
accepted accounting principles. We suggest that these financial statements be read together with the
financial statements and notes included in our annual report on Form 10-K.

Business

We are a leading developer and operator of free-standing laser refractive surgery centers. Our laser
refractive surgery centers provide the staff, facilities, equipment and support services for performing
various corrective eye surgeries that employ state-of-the-art laser technologies. The laser vision
correction surgeries performed in our centers are primarily laser in situ keratomileusis ("LASIK") and
photorefractive keratectomy ("PRK"). We previously managed multi-specialty laser surgery programs at
medical facilities on a contract basis.

Revenue by source is comprised of:

-  Laser refractive surgery - fees for surgeries performed at our consolidated centers.

-  Other - management fees for operating laser vision correction centers of investees; contractual fees for
managing multi-specialty laser surgery programs at hospitals; marketing and education program fees;
license fees; and miscellaneous sources.

Certain operating costs and expenses:

-  Medical professional and license fees - per procedure fees for the ophthalmologist performing laser
vision correction and the per procedure license fee in the U.S. paid to laser manufacturers.

-  Direct costs of services - center rent and utilities, equipment lease and maintenance costs, surgical
supplies, center physician and staff expense, and costs related to other revenue.

-  General and administrative - headquarters staff expense and other overhead costs.

-  Depreciation and amortization - periodic charges to income for the costs of equipment and intangible
assets recorded in the condensed consolidated balance sheet.

Consolidation Policy

We use two different methods to report our investments in our subsidiaries and other companies -
consolidation and the equity method.

Consolidation

We use consolidation when we own a majority of the voting stock of the subsidiary. This means the
accounts of our subsidiaries are combined with our accounts. We eliminate intercompany balances and
transactions when we consolidate these accounts. Our condensed consolidated financial statements
include the accounts of:

-  LCA-Vision Inc.,

-  LCA-Vision (Ohio), Inc.,

-  Refractive Centers International, Inc. and Subsidiaries

-  LCA-Vision (Canada) Inc. and Subsidiaries, and

-  The Baltimore Laser Sight Center, Ltd. (for the six months ended June 30, 2000).

Equity Method

We use the equity method to report investments in businesses where we hold a 20% to 50% voting
interest, giving us the ability to exercise significant influence, but not control, over operating and
financial policies. Under the equity method we report:

-  our interest in the entity as an investment in our Condensed Consolidated Balance Sheets, and

-  our percentage share of the earnings (losses) in our Condensed Consolidated Statements of Operations.

We own 43% of Silmalaseri Oy and 50% of Cole LCA Vision LLC and report our investments under the
equity method.  In the first half of 1999, Baltimore was accounted for using the equity method, and the
company recorded management fees in other revenue.  In July 1999, our ownership percentage in the
Baltimore Laser Sight Center increased to 97 percent, and since that time we have consolidated the
financial statements into LCA-Vision Inc.

Use of Estimates

Management makes estimates and assumptions when preparing financial statements under generally
accepted accounting principles. These estimates and assumptions affect various matters including:

-  our reported amounts of assets and liabilities in our Condensed Consolidated Balance Sheets at the
dates of the financial statements,

-  our disclosure of contingent liabilities at the dates of the financial statements, and

-  our reported amounts of revenues and expenses in our Condensed Consolidated Statements of Income
during the reporting periods.

Actual amounts could differ from those estimates.

Per Share Data

Basic per share data is income applicable to common shareholders divided by the weighted average
common shares outstanding. Diluted per share data is income applicable to common shareholders
divided by the weighted average common shares outstanding plus the potential issuance of common
shares if stock options or warrants were exercised or convertible preferred stock were converted into
common stock.

Following is a reconciliation of basic and diluted earnings per share for the three and six months ended
June 30, 2000 and 1999 (in thousands, except per share amounts):

|                                                             | Three Months Ended          | Six Months Ended
|------------------------------------------------------------ | --------------------------- | ----------------
|                                                             | June 30,                    | June 30,        
|                                                             | 2000                        | 1999            
|Basic Earnings per Share                                     |                             |                 
|Income/(loss) available to common shareholders               | (668)                       | 2,347           
|Weighted average shares outstanding                          | 51,881                      | 45,450          
|Basic earnings (loss) per share                              | (0.01)                      | $0.05           
|                                                             |                             |                 
|Diluted earnings per share                                   |                             |                 
|Income/(loss) available to common shareholders               | (668)                       | 2,347           
|Dividends to preferred shareholders                          | -                           | (44)            
|Net income/(loss)                                            | (668)                       | 2,391           
|Weighted average shares outstanding                          | 51,881                      | 45,450          
|Effect of dilutive securities                                |                             |                 
|                                                             | Convertible preferred stock | -               
|                                                             | Stock options               | -               
|                                                             | Warrants                    | -               
|Weighted average common shares and potential
dilutive shares | 51,881                      | 49,035          
|Diluted earnings (loss) per share                            | (0.01)                      | $0.05           

2. Shareholders' Investment

Common Stock

During the three months ended June 30, 2000, 35,538 shares of common stock were issued to individuals
who exercised stock options. The average exercise price was $1.25 per share.

Warrants

Warrants to purchase 800,000 shares were issued during the third quarter of 1999 of which 200,000 were
exercisable at that time and the remainder became exercisable in equal installments of 200,000 each as of
December 31, 1999, 2000 and 2001.

Generally accepted accounting principles requires us to assign a value to the warrants for the services to
be rendered. We used the Black-Scholes method to determine the amount, or expected amount, of
compensation for each block of warrants as it becomes exercisable. The amount calculated is recorded as
part of other assets and amortized over the three-year term of the agreement with Cole National
Corporation to market laser vision correction as a managed care benefit. Amortization expense of
$247,000 was recorded for the second quarter of 2000, bringing the year-to-date amortization expense to
$493,000.

3.  Segment Information

We operate in one segment - laser refractive surgery. Following is a table summarizing the results of our
Canadian operations included in the Condensed Consolidated Statement of Income for the three and six
months ended June 30, 2000 and 1999 (in thousands):

|                        | Three Months Ended |                   | Six Months Ended
|----------------------- | ------------------ | ----------------- | ----------------
|                        | June 30,           | June 30,         
|                        | 2000

-----------  | 1999

----------- |                 
|Revenues                | 617                | 457               |                 
|Operating profit (loss) | 32                 | 51                |                 

4. Commitments and Contingencies

We are a defendant and counter-claimant in a consolidated case entitled Cabrini Development Council,
et al. v. LCA-Vision Inc., et al., which was commenced in October, 1997 in the Supreme Court of the
State of New York, County of New York and subsequently removed to the United States District Court
for the Southern District of New York. Also named as co-defendants are various current and former
employees, officers and directors. The case involves claims and counterclaims asserted by and against
us, and two other members of a New York limited liability company formerly engaged in operating a
laser refractive surgery center, and arises out of the cessation of operations of such limited liability
company.

Discovery in the action has concluded and all parties have filed motions for summary judgment, based
on the discovery results, to dismiss all claims of the other parties. A decision on the motions will be
issued by the court in due course.

In the opinion of management this action will not have a material adverse effect on our financial position
or results of operations.

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

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual
results could differ materially from those projected in the forward-looking statements as a result of a
number of important factors. For a discussion of important factors that could affect our results, refer to
the Overview and financial statement line item discussions set forth in Management's Discussion and
Analysis of Financial Condition and Results of Operations ("MD&A").

"MD&A" is an analysis of our operating results for the three and six months ended June 30, 2000 and
1999 and our financial condition as of June 30, 2000. It explains why our revenues and costs changed,
our overall financial condition, and other matters.

Results of Operations - Revenues

Laser refractive surgery

Laser refractive surgery revenue generally includes three components: facility fee, royalty fee, and
medical professional fees. Certain states prohibit us from practicing medicine, employing physicians to
practice medicine on our behalf or employing optometrists to render optometry services on our behalf.
Revenues and direct costs from centers in such states do not include the medical professionals fee
component. The contribution from laser refractive surgery procedures for each of the three and six
months ended June 30, 2000 and 1999 were (dollars in thousands):

|                    | Three Months Ended       |                    | Six Months Ended  
|------------------- | ------------------------ | ------------------ | ------------------
|                    | June 30,                 |                    | June 30,          
|                    | 2000

-----------        | 1999

-----------  |                   
|Revenue             | 15,004                   | 14,346             |                   
|Less:               |                          |                    |                   
|                    | Medical professional and |                    |                   
|                    | License fees             | 3,224

----------- | 6,186

-----------
|                    | 11,780                   | 8,160              |                   
|Contribution Margin | 78.5%                    | 56.9%              |                   

The following table illustrates the growth of laser vision correction procedures performed at our centers.

| | Consolidated
| | ------------

|     | 2000

----------- | 1999

-----------
|---- | ----------------- | -----------------
|Q1   | 12,504            | 7,591            
|Q2   | 13,888            | 8,365            
|Q3   |                   | 8,769            
|Q4   |                   | 8,541            
|Year |                   | 33,266           

Other revenues

Other revenues declined because we chose to exit the surgery management business for hospitals. Also
contributing to the decrease in other revenue is the change in the consolidation method for the Baltimore
Laser Sight Center ("Baltimore").

Operating costs and expenses

|                     | Three Months Ended               |                          | Six Months Ended 
|-------------------- | -------------------------------- | ------------------------ | -----------------
|                     | June 30,                         |                          | June 30,         
|                     | 2000

------------               | 1999

------------       |                  
|Number of procedures | 13,888                           | 8,365                    |                  
|Per procedure        |                                  |                          |                  
|                     | Laser refractive surgery revenue | $1,080                   | $1,715           
|                     |                                  | Medical professional fee | 124              
|                     | License fees                     | 108

------------        | 211

------------
|                     | Contribution margin              | $848                     | $976             
|                     | Contribution margin %            | 78.5%                    | 56.9%            

Due to competitive market forces, the average price per procedure decreased from $1,452 in the first
quarter of 2000 to $1,080 in the second quarter.   Despite lower average pricing, contribution margin as a
percent of revenues increased from 67.8% in the first quarter to 78.5% in the second quarter.
Contribution margin in the second quarter was aided by lower per-procedure royalties on VISX lasers
that occurred in the first quarter, and by lower professional fees.

Medical professional and license fees

License fees decreased by $1,617,000 as a result of the VISX per procedure price decrease from $260 to
$110.  Medical fees decreased by approximately $1,000,000 despite an 11 percent increase in procedure
volume.  Physician contracts were renegotiated during the quarter to enable the company to be
competitive at the lower pricing levels.

Direct costs of services

The table below provides information related to our direct costs of services (dollars in thousands).

|                         | Three Months Ended             |                    | Six Months Ended 
|------------------------ | ------------------------------ | ------------------ | -----------------
|                         | June 30,                       |                    | June 30,         
|                         | 2000

------------             | 1999

------------ |                  
|Laser refractive surgery |                                |                    |                  
|                         | Employee costs                 | 2,921              | 1,002            
|                         | Equipment rent and maintenance | 1,312              | 899              
|                         | Facility rent and utilities    | 512                | 309              
|                         | Supplies, gases and other      | 765

------------  | 479

------------
|                         | 5,510                          | 2,689              |                  
|Hospital and other       | 7

------------                | 43

------------   |                  
|                         | 5,517                          | 2,732              |                  

Direct costs of services include the salary component of physician compensation, staffing, equipment,
medical supplies, and facility costs to operate laser vision correction centers.  These direct costs
increased in the second quarter of 2000 by $874,000 over the first quarter of 2000, largely because of the
increase in the number of centers in operation.  The average direct cost per center per month increased
from $68,729 in the first quarter to $70,718 in the second quarter.  The current center design is for
slightly larger centers to accommodate higher patient volumes.

The change in the business model from open access to LasikPlus results in a salary commitment to
physicians in the year 2000 that was not present in 1999.  These physician salaries are recorded in
employee costs.

Medical supplies increased by $153,000 in the second quarter primarily as a result of higher procedure
volumes.  Rental expense for equipment and facilities increased by $266,000 in the quarter to support
new and expanded laser vision correction centers.

General and administrative

General and administrative expenses increased by $1,343,000 in the second quarter of 2000 from the
second quarter of 1999. Staffing costs increased by $327,000 as we expanded our national call center and
strengthened our corporate management team. Sequentially, general and administrative expenses grew
by 11 percent in the second quarter.

Marketing and advertising expenses

Marketing and advertising expenses increased by $3,245,000 in the second quarter of 2000 from the
second quarter in 1999.  With the change from open access to LasikPlus, the company, not the doctor,
takes responsibility for patient acquisition.  Compared to the first quarter of 2000, marketing and
advertising expenditures did not increase.  Management's current plan for the remainder of 2000 is to
maintain marketing and advertising expenditures at a rate consistent with the first six months of the year,
bringing the annual marketing and advertising spending for 2000 to the lower end of the previously
announced range of $15 - $20 million.

Depreciation and amortization

Depreciation and amortization expense increased by $121,000 in the quarter because of the depreciation
of capitalized costs of new center openings.

Non-operating income and expenses

Interest expense decreased due to the significant reduction in debt. Interest income increased due to
interest earned on overnight investments and short-term government securities.  Other income increased
in the second quarter of 2000 because of the termination of a deferred compensation arrangement with a
terminated physician.

Liquidity and Capital Resources

Our primary sources of liquidity for the next year are expected to be:

-  cash generated from operations

-  proceeds from the exercise of stock options

-  credit facility and lease financing, as necessary

Net cash provided by operating activities in the first six months of 2000 was $3,015,000.  Proceeds from
stock options exercised in the first six months were $908,000.  This cash flow and the use of
approximately $1,600,000 in cash reserves were sufficient to finance our capital expenditures and debt
repayment in the quarter.

As of June 30, 2000 we have cash and cash equivalents of $6,665,000.  In addition, we have short-term
investments of $38,228,000.

During the second quarter, the directors initiated a program to encourage additional direct stock
ownership by senior management of the company.  The Company offered loans to nine key managers
and directors for the purpose of purchasing shares in the open market.  Each loan is a personal obligation
of the borrower, and is evidenced by a promissory note.  The interest rate on the notes is prime less one
and one-half percent.  The notes have a maximum term of three years, and contain provisions for early
repayment.  A total of $610,000 was loaned under this program in the second quarter.

As of June 30, 2000 we maintained a $10,000,000 revolving credit facility with The Provident Bank
("Provident").  $800,000 of the facility is being used to secure letters of credit. In addition to the
$9,200,000 of unused credit under this facility, the company has a $10,000,000 credit commitment for
funding acquisitions.  Both of these credit arrangements expire June 30, 2001.

Factors That May Affect Future Results and Market Price of Stock

For a detailed discussion that may affect future results, please refer to the Company's last 10-K and 10-Q.
No material new risks have developed since the filing of these reports.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The carrying values of financial instruments including cash and cash equivalents, accounts receivable
and accounts payable approximate fair value because of the short maturity of these instruments.

We have historically had very low exposure to changes in foreign currency exchange rates, and as such,
have not used derivative financial instruments to manage foreign currency fluctuation risk.

Part II.  Other Information

|Item 1. | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | We are a defendant and counter-claimant in a consolidated case entitled Cabrini
Development Council, et al. v. LCA-Vision Inc., et al., which was commenced in October,
1997 in the Supreme Court of the State of New York, County of New York and
subsequently removed to the United States District Court for the Southern District of New
York. Also named as co-defendants are various current and former employees, officers and
directors. The case involves claims and counterclaims asserted by and against us, and two
other members of a New York limited liability company formerly engaged in operating a
laser refractive surgery center, and arises out of the cessation of operations of such limited
liability company.
|       
|        | Discovery in the action has concluded and all parties have filed motions for summary

judgment, based on the discovery results, to dismiss all claims of the other parties. A
decision on the motions will be issued by the court in due course.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|       
|        | In the opinion of management this action will not have a material adverse effect on our
financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|Item 2. | Changes in Securities and Use of Proceeds.

None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|Item 3. | Defaults upon Senior Securities.

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

The Company held its Annual Meeting of Stockholders on May 8, 2000.  The only matter
submitted to the vote of the stockholders was the election of directors.  All incumbent
directors were re-elected, with the following vote totals:                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | Stephen N. Joffe                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | William O. Coleman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | John H. Gutfreund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | John C. Hassan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Item 5. | Other Information.

None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       

Part II.  Other Information (continued)

|Item 6. | Exhibits and Reports on Form 8-K.
|------- | ---------------------------------
|        | (a)                              
|        | Exhibit

Number                  
|        | 27                               
|        | (b)  Reports on Form 8-K         
|        |                                  
|        |                                  
|        |                                  
|        |                                  
|        |                                  
|        |                                  

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	8/14/00 | /s/ Stephen N. Joffe

Stephen N. Joffe

President and Chief Executive Officer
|------------ | -----------------------------------------------------------------------------

|Date 	8/14/00 | /s/ Alan Buckey

Alan Buckey

Chief Financial Officer
|------------- | -----------------------------------------------------