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Exhibit 3(a)

RESTATED CERTIFICATE OF INCORPORATION
OF
LCA-VISION INC.
(as amended through November 12, 2002)

FIRST: The name of the Corporation is LCA-Vision Inc.

SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
19805. The registered agent at such address is The Company Corporation.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH: 1. Common Stock. The total number of shares of Common Stock which
the Corporation is authorized to issue shall be 27,500,000 shares of Common
Stock, par value $.001 per share

(i) On November 12, 2002 (the Effective Date), the Common Stock of the
Corporation will be reverse split on a one-for-four basis so that each share of
Common Stock issued and outstanding immediately prior to November 12, 2002
shall automatically be converted into and reconstituted as one-fourth of a
share of Common Stock (the Reverse Stock Split). No fractional shares will
be issued by the Corporation as a result of the Reverse Stock Split. In lieu
thereof, each stockholder whose shares are not evenly divisible by four will
receive cash in an amount equal to the fraction of a share that the stockholder
otherwise would have been entitled to receive multiplied by the sale price of
the Common Stock as last reported by the Nasdaq National Market immediately
prior to the Effective Date.

(ii) As soon as practicable following the Effective Date, certificates for
the shares of Common Stock to be outstanding after the Reverse Split shall be
issued pursuant to procedures adopted by the Corporations Board of Directors
and communicated to those who are to receive new certificates.

2.
Preferred Stock. The number of authorized shares of Preferred Stock of
this Corporation shall be five million (5,000,000) shares of Preferred Stock,
par value $.001 per share. The preferences and relative, participating,
optional and other special rights of Preferred Stock and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other classes of stock of the Corporation already outstanding; the terms of
the Preferred Stock shall be as specified in an amendment or amendments hereof
made by action of the Board of Directors without stockholder approval and the
Board of Directors of the Corporation is hereby expressly granted authority to
fix, by resolution or resolutions adopted prior to the issuance of shares of
Preferred Stock, the designations, preferences and relative, participating,





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optional and other special rights, or the qualifications, limitations or
restrictions thereof, of the Preferred Stock, including but without limiting
the generality of the foregoing, the following:

(i) The rate and times at which, and the terms and conditions in which,
dividends on the Preferred Stock shall be paid;

(ii) The rights, if any, of holders of Preferred Stock to convert the same
into, or exchange the same for, other classes of stock of the Corporation and
the terms and conditions of such conversion or exchange;

(iii) The redemption price or prices and the time at which, and the terms
and conditions on which, Preferred Stock may be redeemed;

(iv) The rights of the holders of Preferred Stock upon the voluntary or
involuntary liquidation, distribution or sale of assets, dissolution of winding
up of the Corporation;

(v) The voting power, if any, of the Preferred Stock, except that in no
event may the Board grant the holders of Preferred Stock voting rights superior
to the voting rights of any other existing class of stock authorized for
issuance by the Company; and

(vi) The terms of the sinking fund or redemption or purchase account, if
any, to be provided for the Preferred Stock.

FIFTH: Except as otherwise specifically provided herein, the Board of
Directors shall have the power to adopt, amend or repeal the bylaws of the
Corporation.

SIXTH: 1. Indemnification.The Corporation shall, to the full extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify all persons whom it may indemnify pursuant
thereto.

2. Limitation of Liability. No director shall be personally liable to the
Corporation or its stockholders for monetary damages or for any breach of
fiduciary duty by such director as a directors. Notwithstanding the foregoing
sentence, a director shall be liable to the full extent provided by applicable
law (i) for breach of the directors duty of loyalty to the Corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or any amendment or successor
provision thereto, or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or modification of the foregoing by
the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.





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SEVENTH: The Board of Directors is authorized, subject to the limitations
prescribed by law and the provisions of Paragraph Fourth herein, to provide for
the issuance of the shares of Common Stock and Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.