\n| <\/td>\n | \n Re:<\/strong><\/p>\n<\/td>\n| \n LCA-Vision Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | \n Form 10-K for the Fiscal Year Ended December 31, 2009<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n Filed February 26, 2010<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | \n File No. 000-24469<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n Definitive Proxy Statement<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | \n Filed April 1, 2010<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\nDear Mr. Riedler:<\/p>\n<\/p>\n<\/p>\n LCA-Vision Inc. (the “Company”) hereby responds to the comments set forth in
\nthe comment letter of the staff (the “Staff”) of the Securities and Exchange
\nCommission (the “Commission”) dated May 27, 2010, related to the
\nabove-referenced Form 10-K and Proxy Statement.<\/p>\n<\/p>\n<\/p>\n The numbered paragraphs and headings below correspond to the headings set
\nforth in the comment letter. The Staff153s comment is set forth in bold, followed
\nby the Company153s response. Capitalized terms used in this letter but not defined
\nherein have the meanings given to such terms in the Form 10-K or Proxy Statement
\nas applicable.<\/p>\n<\/p>\n<\/p>\n Form 10-K<\/u><\/strong><\/p>\n<\/p>\n<\/p>\nItem 15. Exhibits, Financial Statement Schedules, page
\n59<\/u><\/strong><\/p>\n<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 1.<\/strong><\/p>\n<\/td>\n| \n We note that Alcon and AMO are your sole suppliers of excimer lasers
\nand that you entered into five-year lease agreements with both entities in 2009.
\nPlease file each of the lease agreements as exhibits or provide a detailed
\nanalysis as to why the agreements are not required to be filed under Item
\n601(b)(10) of Regulation S-K.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n<\/p>\nThe Company, with the assistance of outside counsel, considered whether the
\nagreements with Alcon and AMO were required to be filed under Item 601(b)(10) of
\nRegulation S-K prior to entering into the agreements and again prior to filing
\nthe Form 10-K. The Company determined that the agreements were not required to
\nbe filed pursuant to Item 601(b)(10)(ii) because the agreements qualified as
\nthose that “ordinarily accompanies the kind of business conducted by the
\nregistrant and its subsidiaries,” and therefore were deemed to have been made in
\nthe ordinary course of business.<\/p>\n<\/p>\n<\/p>\n The Company reviewed the exceptions to the “ordinary course” provision and
\ndetermined that those exceptions were not applicable. Specifically, the Company
\nreviewed the exception requiring the filing of a “contract upon which the
\nregistrant153s business is substantially dependent.” If the Company were unable to
\nrenew the lease upon expiration or the agreement is terminated by either Alcon
\nor AMO without the Company153s consent, the Company would still have one provider
\nunder contract and believes it would be able to enter into an alternate
\narrangement with other excimer laser providers that would allow it to continue
\nto offer laser vision correction services to its customers. Until 2009, the
\nCompany had a long-term relationship with another laser provider, which is still
\noffering these products to the laser vision correction market.<\/p>\n<\/p>\n<\/p>\n The Company also considered the extent to which the agreements affect the
\ntotal mix of information made available to investors. Based on the specific
\nfacts and circumstances involved, the Company does not believe that filing the
\nAlcon or AMO lease would significantly alter the total mix of information made
\navailable to investors because the payments made under the leases are reflected
\nin the Company153s financial statements and described in Management153s Discussion
\nand Analysis of Financial Condition and Results of Operations under “Medical
\nprofessional and licensing fees” and “Direct costs of services” in each of the
\nCompany153s periodic filings with the SEC.<\/p>\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n 2.<\/strong><\/p>\n<\/td>\n| \n We note your disclosure in response to Item 402(s) of Regulation S-K.
\nPlease describe the process you undertook to reach the conclusion that
\ndisclosure is not necessary.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\nDuring the preparation of the Proxy Statement, the Company153s management
\nconsidered any risks that could be associated with the Company153s compensation
\npolicies and practices, including a review of its compensation structure for
\nexecutive officers and all other employees, discussion of any potential means by
\nwhich employees could take material risks that could result in higher
\ncompensation, discussion of processes in force that would mitigate any material
\nrisks and analysis of possible effects on the Company of any unmitigated risks
\nas a whole. Management153s evaluation of the items described above was discussed
\nspecifically with the chairs of the Compensation Committee and the Board of
\nDirectors, and the conclusions were discussed with the Board of Directors as a
\nwhole in its review and approval of the Proxy Statement. In those discussions,
\nit was noted that cash incentive compensation for executive officers is
\ndiscretionary and will be determined by the Board later in the year and that
\nother incentive compensation for the executive officers is in the form of grants
\nof restricted stock units, in which the number of units vested will depend upon
\nthe officers153 continued service with the Company and the Company153s cash flow
\nfrom operations for 2010. The Board does not believe that either form of
\nincentive compensation is reasonably likely to create a risk that the executive
\nofficers or other employees will engage in behavior that could have a material
\nadverse effect on the Company.<\/p>\n<\/p>\n ***********************************************<\/p>\n \n 2<\/p>\n \n
\n<\/p>\nThe Company acknowledges that:<\/p>\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n the Company is responsible for the adequacy and accuracy of the disclosure in
\nthe filing;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n staff comments or changes to disclosure in response to comments do not
\nforeclose the Commission from taking any action with respect to the filing; and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n the Company may not assert staff comments as a defense in any proceeding
\ninitiated by the Commission or any person under the federal securities laws of
\nthe United States.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n Please contact me at (513) 792-9292 with any questions you may have.<\/p>\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n Sincerely,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n \/s\/ Michael J. Celebrezze<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Michael J. Celebrezze<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n \n\n\n| \n cc:<\/p>\n<\/td>\n | \n Gerald S. Greenberg, Esq.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n 3<\/p>\n \n
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