SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549


                            FORM 8-K


                         CURRENT REPORT


               Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934


           Date of Report (Date of earliest event reported)
                            August 25, 1998



                          LCA-Vision Inc.
     
       (Exact name of Registrant as specified in its Charter)


Delaware                      0-27610             11-2882328
(State or other jurisdiction (Commission         (IRS Employer
of incorporation)             File No.)      Identification Number)




7840 Montgomery Road, Cincinnati, Ohio                  45236
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code: (513)792-9292


                                 N/A
(Former name or former address, if changed since last report)


Item 5.  Other Events

On August 25, 1998, the Registrant issued the attached press release 
responding to recent market activity in its Common Stock.

Item 7.  Financial Statements and Exhibits

(a)  Exhibits
    

     99.1     Press Release dated August 25, 1998

 

                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



                                      LCA-VISION INC.



Date: September 1, 1998            By: /s/ Larry P. Rapp
                                           Larry P. Rapp, 
                                           Chief Financial Officer
                             Exhibit 99.1


Headline: ----------------------------------------------

               LCA-VISION SAYS BUSINESS REMAINS STRONG;

                 RECENT SOFTNESS IN STOCK PRICE TIED TO
                CONSIDERATION OF POSSIBLE REVERSE SPLIT;

              BOARD HAD MADE NO DECISION TO CONSIDER SPLIT

    CINCINNATI, August 25 -- Responding to the recent decline in
its stock price, LCA-Vision Inc. (NASDAQ:LCAV) said today the
company's business remains strong and reiterated LCA-Vision's
expectation that earnings performance would be better than break-even over 
the balance of 1998, with positive earnings per share
beginning in the first quarter of 1999.

     LCA-Vision Inc., the largest U.S.-based provider of laser
vision correction services, attributed the company's stock price
decline to its July 30, 1998 preliminary proxy statement filing with
the S.E.C. that proposed asking shareholders to authorize LCA-Vision's 
board to consider a possible reverse split at some
unspecified future date.

     The company explained that such shareholder authorization will
be sought at an upcoming special meeting in order to expedite the
process of declaring a reverse split should such a split be
warranted in the future.  However, the company also made it clear
that its board has made no decision to recommend a reverse split,
even if the shareholders grant the requested authority.

     "While we would anticipate a rising stock price in response to
steadily improving earnings, we are considering whether the 36.6
million LCA-Vision shares currently outstanding may put our
shareholders at a distinct advantage.  But, of course, we will only
make a decision determined to be in the best interests of our
shareholders," commented LCA-Vision Chairman and CEO Dr. Stephen
Joffe.

     LCA-Vision, recently named one of the "Top 50 Stocks of  98" by
Money Magazine, currently operates 19 laser vision correction
centers in the U.S., two in Canada and one in Helsinki, Finland. 
More than 30,000 laser vision correction procedures have bene
performed at all of the company's sites.  The professional network
serving the company's sites includes more than 600 practicing
physicians and 800 referring optometrists.


     Safe Harbor statement under the Private Securities Litigation
Reform Act of 1995: This release contains forward-looking statements
that are subject to risks and uncertaintities, including, but not
limited to, the impact of competitive products and pricing, product
demand and market acceptance, reliance on key strategic alliances,
fluctuations in operating results and other risks detailed from time
to time in the company filings with the Securities and Exchange
Commission.

August 25, 1998