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Exhibit 14

LCA-Vision Inc.
Code of Business Conduct and Ethics

I.     Introduction

The Board of Directors of LCA-Vision Inc. has developed and adopted this Code
of Business Conduct and Ethics to serve as a general outline of the standards
by which all directors, officers and employees of LCA-Vision should conduct
themselves. The purpose of this Code is to promote honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; to promote full, fair,
accurate, timely and understandable disclosure in periodic reports; and to
promote compliance with all applicable laws, rules and regulations that apply
to LCA-Vision Inc.

The Code is not intended to cover every applicable law or provide answers to
all questions that might arise but it is an integral part of the policies and
procedures governing all of us at LCA-Vision. The Code reflects general
principles to guide employees in making ethical decisions and is not intended
to address every specific situation. As such, nothing in this Code prohibits
or restricts LCA-Vision from taking disciplinary action on any matters
pertaining to employee conduct, whether or not they are expressly discussed in
this document. Additionally, the Code is not intended to and does not in any
way constitute an employment contract or assurance of continued employment and
does not create any rights in any director, officer, employee, client,
supplier, competitor, shareholder or any other person or entity.

II.     Honest and Ethical Conduct

LCA-Vision and each of its associates must conduct their affairs with
uncompromising honesty and integrity. In order to maintain the highest degree
of integrity in the conduct of the LCA-Visions business, conflicts of interest
must be avoided.

A conflict of interest occurs when a director, officer or employee has any
interests, whether professional or personal, that may conflict with, or be
perceived as conflicts with, the proper and impartial fulfillment of that
persons duties, responsibilities or obligations to LCA-Vision. In particular,
a director, officer or employee must never use or attempt to use his or her
position at LCA-Vision to obtain any improper personal benefit for himself or
herself, or for any other person.

All directors, officers and employees are obligated to disclose all the facts
in any situation where a conflict of interest may arise. Those who knowingly
fail to disclose conflicts of interest are subject to discipline, up to and
including dismissal.

III. Disclosure

Public disclosure of the entire Code and any subsequent changes to the Code are
required. This disclosure will be made by filing this Code and any subsequent
changes as an Exhibit to the Companys Annual Report on Form 10-K. In addition,
any waiver or other material departure from any provision of the Code for any
employee, officer or director can be made only by the Board of Directors and in
the case of officers and directors must be promptly disclosed, along with a
description of the reasons for the waiver in an appropriate filing with the
Securities and Exchange Commission.

Directors, officers and employees who are involved in the process of preparing
the periodic reports are responsible for ensuring that the disclosure in the
Companys periodic reports is full, fair, accurate, timely and understandable.
Financial activities must be recorded in compliance with all applicable laws
and accounting practices. Knowingly making false, misleading or incomplete
entries, records or documentation is strictly prohibited. An employee will be
considered to have knowingly made false, misleading or incomplete entries,
records or documentation if he or she knowingly (i) makes, or permits or
directs another to make, materially false, misleading or incomplete entries in
LCA-Visions financial statements or records; (ii) fails to correct materially
false, misleading or incomplete financial statements or records; (iii) signs,
or permits another to sign, a document containing materially false, misleading
or incomplete information, or (iv) falsely responds, or fails to respond, to
specific inquiries of the LCA-Visions independent auditors.

IV.     Compliance

It is the Companys policy to conduct business in a responsible and ethical
manner. As such, LCA-Vision intends to comply with all laws, rules and
governmental regulations that are applicable to its activities and expects that
all directors, officers and employees acting on behalf of the Company will obey
all such laws, rules and governmental regulations. If an employee suspects
that a situation violates any applicable law, rule of regulation or this Code
of Ethics, he or she is to report that situation immediately as per the
guidelines in Section V. Failure to do so may result in an employee being
subject to discipline, up to and including dismissal.





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V.     Enforcement of the Code

All directors, officers and employees are required to certify in writing that
they have reviewed the Code, are familiar with its terms and will abide by the
policies contained within.

Directors and officers shall report, and employees may report, in person or in
writing any known or suspected violation of laws, rules or regulations or of
this Code to the Audit Committee of the Companys Board of Directors, as
follows:



| |  | Audit Committee
c/o John Hassan, Chairman
LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
| |  | -----------------------------------------------------------------------------------------------------

LCA-Vision will not allow any retaliation against a director, officer or
employee who acts in good faith in reporting any such violation. Employees who
are concerned or uncomfortable about speaking with the appropriate
representative may anonymously submit a complaint, with relevant documents, to
the Audit Committee. All paper submissions should be made in a sealed
envelope.

The Audit Committee will investigate all reported violations and will oversee
an appropriate response, including corrective action and preventative measures.
Violation of any laws, rules or regulations or this Code will face
appropriate, case specific, disciplinary actions, which may include demotion or
discharge.

As effective February 17, 2004.