Response Letter – To SEC – Re Nonfiling and Nondisclosure – LCA-Vision Inc.

LCA-Vision Inc.

7840 Montgomery Road

Cincinnati, Ohio 45236

June 9, 2010

VIA EDGAR

Jeffrey P. Riedler

Assistant Director

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

	Re:	LCA-Vision Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2009

	Filed February 26, 2010
	File No. 000-24469

	Definitive Proxy Statement
	Filed April 1, 2010

Dear Mr. Riedler:

LCA-Vision Inc. (the “Company”) hereby responds to the comments set forth in
the comment letter of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated May 27, 2010, related to the
above-referenced Form 10-K and Proxy Statement.

The numbered paragraphs and headings below correspond to the headings set
forth in the comment letter. The Staff153s comment is set forth in bold, followed
by the Company153s response. Capitalized terms used in this letter but not defined
herein have the meanings given to such terms in the Form 10-K or Proxy Statement
as applicable.

Form 10-K

Item 15. Exhibits, Financial Statement Schedules, page
59

1.

We note that Alcon and AMO are your sole suppliers of excimer lasers and that you entered into five-year lease agreements with both entities in 2009. Please file each of the lease agreements as exhibits or provide a detailed analysis as to why the agreements are not required to be filed under Item 601(b)(10) of Regulation S-K.

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The Company, with the assistance of outside counsel, considered whether the
agreements with Alcon and AMO were required to be filed under Item 601(b)(10) of
Regulation S-K prior to entering into the agreements and again prior to filing
the Form 10-K. The Company determined that the agreements were not required to
be filed pursuant to Item 601(b)(10)(ii) because the agreements qualified as
those that “ordinarily accompanies the kind of business conducted by the
registrant and its subsidiaries,” and therefore were deemed to have been made in
the ordinary course of business.

The Company reviewed the exceptions to the “ordinary course” provision and
determined that those exceptions were not applicable. Specifically, the Company
reviewed the exception requiring the filing of a “contract upon which the
registrant153s business is substantially dependent.” If the Company were unable to
renew the lease upon expiration or the agreement is terminated by either Alcon
or AMO without the Company153s consent, the Company would still have one provider
under contract and believes it would be able to enter into an alternate
arrangement with other excimer laser providers that would allow it to continue
to offer laser vision correction services to its customers. Until 2009, the
Company had a long-term relationship with another laser provider, which is still
offering these products to the laser vision correction market.

The Company also considered the extent to which the agreements affect the
total mix of information made available to investors. Based on the specific
facts and circumstances involved, the Company does not believe that filing the
Alcon or AMO lease would significantly alter the total mix of information made
available to investors because the payments made under the leases are reflected
in the Company153s financial statements and described in Management153s Discussion
and Analysis of Financial Condition and Results of Operations under “Medical
professional and licensing fees” and “Direct costs of services” in each of the
Company153s periodic filings with the SEC.

2.

We note your disclosure in response to Item 402(s) of Regulation S-K. Please describe the process you undertook to reach the conclusion that disclosure is not necessary.

During the preparation of the Proxy Statement, the Company153s management
considered any risks that could be associated with the Company153s compensation
policies and practices, including a review of its compensation structure for
executive officers and all other employees, discussion of any potential means by
which employees could take material risks that could result in higher
compensation, discussion of processes in force that would mitigate any material
risks and analysis of possible effects on the Company of any unmitigated risks
as a whole. Management153s evaluation of the items described above was discussed
specifically with the chairs of the Compensation Committee and the Board of
Directors, and the conclusions were discussed with the Board of Directors as a
whole in its review and approval of the Proxy Statement. In those discussions,
it was noted that cash incentive compensation for executive officers is
discretionary and will be determined by the Board later in the year and that
other incentive compensation for the executive officers is in the form of grants
of restricted stock units, in which the number of units vested will depend upon
the officers153 continued service with the Company and the Company153s cash flow
from operations for 2010. The Board does not believe that either form of
incentive compensation is reasonably likely to create a risk that the executive
officers or other employees will engage in behavior that could have a material
adverse effect on the Company.

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The Company acknowledges that:

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the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

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staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

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the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (513) 792-9292 with any questions you may have.

	Sincerely,
	/s/ Michael J. Celebrezze
	Michael J. Celebrezze

cc:	Gerald S. Greenberg, Esq.

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