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)
                     June 30, 1999



                    LCA-Vision Inc.

(Exact name of Registrant as specified in its Charter)



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


      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 June 30, 1999 the Registrant issued the attached press release
announcing the pricing of a public offering of 6,000,000 shares of
its common stock.  LCA-Vision is offering 5,000,000 shares, while
certain selling stockholders are offering an aggregate of
1,000,000 shares.  Stephen N. Joffe will grant the underwriters an
option to purchase an additional 900,000 shares owned by him to
cover over allotments, if any.  LCA-Vision intends to use the net
proceeds from this offering for expansion into new geographic
markets, development of new centers, marketing, advertising,
working capital and general corporate purposes.  The offering is
being lead managed by Prudential Securities and co-managed by Dain
Rauscher Wessels and Raymond James & Associates, Inc.

Item 7.  Financial Statements and Exhibits

(a)  Exhibits


     99.1     Press Release dated June 30, 1999


                           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: July 1, 1999               By: /s/ Larry P. Rapp
                                    -----------------------------
                                       Larry P. Rapp,
                                       Chief Financial Officer



                                                      Exhibit 99.1

COMPANY CONTACTS              INVESTOR RELATIONS CONTACTS
LCA-Vision Inc.               Lippert/Heilshorn & Associates, Inc.
Dr. Stephen N. Joffe,         Bruce Voss (Bruce@lhai.com)
Chairman & CEO                (310) 575-4848
Larry Rapp, VP-Finance & CEO  Ruth Abeshaus (Ruth@lhai.com)
(513) 792-9292                (212) 838-3777



FOR IMMEDIATE RELEASE

        LCA-VISION ANNOUNCES PRICING OF PUBLIC OFFERING
 Shares Begin Trading Today On The Nasdaq National Market System

CINCINNATI (June 30, 1999)   LCA-Vision Inc. (NASDAQ NM: LCAV),
a leading U.S. based provider of laser vision correction
services, today announced that its offering of 6,000,000 shares
of common stock has been priced at $8.00 a share, resulting in
$37.8 million to the Company.  The offering is expecting to
close on July 6, 1999.  Coinciding with this announcement, the
Company's shares will begin trading today on the Nasdaq National
Market System.  The Company's ticker symbol "LCAV" will remain
unchanged.

The offering consisted of 5,000,000 newly issued shares and
1,000,000 shares offered by certain selling stockholders.  The
lead manager for the offering is Prudential Securities, and co-
managers are Dain Rauscher Wessels and Raymond James & Associates.

The net proceeds for the offering will be used to open additional
laser vision correction centers, purchase additional equipment,
market current centers and the LCA-Vision brand name, fund
potential future acquisitions as well as for working capital and
general corporate purposes.

LCA-Vision operates laser vision correction centers in the U.S.,
Canada and Europe, which are supported by a network of over 2,200
ophthalmologists and optometrists.  Since inception, more than
60,000 laser vision correction procedures have been performed at
the Company's centers.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission, and has been
declared effective. This press release does not constitute an
offer to sell, or the solicitation of an offer to buy, nor will
these securities be sold, in any state in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of the state.

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