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FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL
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(Print or Type Responses)

1. Name and Address of Reporting Person* Stephen N. Joffe Grantor Retained Annuity Trust Two, dated December 31, 2002	2.  Date of Event Requiring Statement for (Month/Day/Year) 12/30/2002		4. Issuer Name and Ticker or Trading Symbol LCA-Vision Inc./LCAV
(Last)                     (First)                    (Middle) 8750 Red Fox Lane	3.  I.R.S. Identification Number of Reporting Person, if an entity (voluntary)		5.  Relationship of Reporting Person(s) to Issuer (Check all applicable)  Director    X  10% Owner  Officer (give  Other (specify title below) below)		6. If Amendment, Date of     Original   (Month/Day/Year)
					7.   Individual or Joint/Group Filing (Check Applicable Line)     X  Form filed by One Reporting Person  Form filed by More than One Reporting Person
(Street)
Cincinnati OH 45243
(City) (State) (Zip)	Table I - Non-Derivative Securities Beneficially Owned
1.  Title of Security (Instr. 4)		2.  Amount of Securities Beneficially Owned (Instr. 4)		3.  Ownership Form: Direct (D) of Indirect (I) (Instr. 5)		4.  Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock		1,663,257		D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1.  Title of Derivative Security (Instr. 4)	2.   Date Exercisable and Expiration Date (Month/Day/Year)		3.   Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5.  Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 5)	6.  Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

*If the form is filed by more than one reporting person, see Instruction 5(b)(v).

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

/s/Charles F. Hertlein, Jr.

2/7/03

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

**Signature of Reporting Person

Date

Stephen N. Joffe, Trustee

Note: File three copies of this Form, one of which must be manually signed.  If space is insufficient,

of Stephen N. Joffe Grantor

See Instruction 6 for procedure.

Retained Annuity Trust Two, dated

December 31, 2002

by Charles F. Hertlein, Jr.,

Attorney-in-fact

EX-99.16 PWR OF ATTY

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does make, constitute and appoint as his or her lawful attorney-in-fact, Charles F. Hertlein, Jr., whose address is 1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202, for him and her, in each capacity as set forth below, and stead the full power and authority to sign and file on his or her behalf Forms 3, 4 and 5 and Schedules 13D and/or 13G (and amendments thereto) disclosing his or her stock ownership in LCA-Vision Inc. and/or any and all other documents, forms or schedules relating to his or her stock ownership in LCA-Vision Inc. as required to be filed with the Securities and Exchange Commission and any and all stock exchanges pursuant to the Securities Exchange Act of 1934.

The attorney-in-fact is hereby authorized to do and perform all and every act and thing whatsoever requisite and necessary to be done in connection with the limited powers granted to him or her hereunder, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power and substitution and revocation; hereby ratifying all that the attorney-in-fact shall do, or cause to be done, by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand as of this 5th day of February, 2003.

/s/Stephen N. Joffe

Stephen N. Joffe, Trustee of the Stephen N. Joffe Grantor Retained Annuity Trust Two, dated December 31, 2002

/s/Sandra F. W. Joffe

Sandra F. W. Joffe, Trustee of the Sandra F. W. Joffe Grantor Retained Annuity Trust Two, dated December 31, 2002