8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 8-K


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


       Date of Report (Date of earliest event reported): February 22, 2005

                                 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 Number)        Identification No.)





                  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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
     [ ] Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)
     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)
     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 22, 2005, the Company's Board of Directors adopted an Executive Cash
Bonus Plan (the "Plan") establishing criteria for the payment of annual bonuses
to the Company's named executive officers and such other additional employees as
may be selected by the Compensation Committee of the Board from time to time.
The Plan will first apply to bonuses paid in respect of calendar year 2005. A
copy of the Plan is attached to this Report as Exhibit 10.1 and is incorporated
herein by reference in response to the requirements of this Item 1.01.

Also on February 22, 2005, the Compensation Committee approved bonuses to the
named executive officers in respect of 2004 and set, or confirmed previously
set, base salaries for 2005. This information is contained in Exhibit 10.2 to
this Report and also is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.


10.1 Executive Cash Bonus Plan
10.2 Named Executive Officer Compensation Information














                                   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.


                                            /s/ Alan H. Buckey
                                            ------------------------------------
                                            Alan H. Buckey
                                            Executive Vice President/Finance and
                                            Chief Financial Officer

Date: February 25, 2005

EX-10.1

                                                                    Exhibit 10.1

                                 LCA-VISION INC.
                            EXECUTIVE CASH BONUS PLAN


SECTION 1. PURPOSES OF THE PLAN

    The purposes of this Executive Cash Bonus Plan (Plan) of LCA-Vision Inc.
(Company) are:
        * to stimulate executives' efforts to achieve the Company's short
and long-term goals,
        * to link a portion of executive compensation to Company
performance, and
        * to provide a competitive compensation package.

SECTION 2. PERFORMANCE PERIOD

        Bonuses shall be determined based upon the Company's performance during
each calendar year (Plan Year).

SECTION 3. PARTICIPANTS; ELIGIBILITY

        (a) The following employees shall be participants in the Plan: the
Company's Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer and its General Counsel. The Compensation Committee of
the Company's Board of Directors (Committee) may select additional participants
from time to time.

        (b) In order to be eligible for a bonus, a participant must be employed
by the Company or one of its subsidiaries throughout any Plan Year and as
provided in Section 5. However, the Committee may approve participation in the
Plan and a prorated bonus for an employee who is hired or moves into an eligible
position during a Plan Year.

SECTION 4. BONUS CALCULATION

        (a) Bonus amounts shall be calculated as a percent of base salary at the
end of the Plan Year based upon the extent to which threshold, target and
maximum performance goals set annually by the Committee are achieved. Initially,
the performance measure shall be pre-tax income. The Committee may select one or
more additional or different objective performance measures in the future.
Bonuses for achieving the threshold, target and maximum performance goals shall
be 40%, 60% and 80% of base salary, respectively, for the Company's Chairman of
the Board and Chief Executive Officer and 20%, 40% and 60% of base salary,
respectively, for other participants, with linear interpolation between those
percentages unless another method of interpolation is set by the Committee at
the time it establishes the performance goals.

        (b) In calculating bonuses for a Plan Year, the Committee may interpret
any performance measure in a way that eliminates the effects of any unusual
financial items or corporate events




that have materially affected the performance goals originally established for
that Plan Year (e.g., stock splits and other changes in capitalization, stock
offerings or repurchases, unusual gains or losses or accounting changes).

SECTION 5. BONUS PAYMENT

        Bonuses under this Plan will be calculated and paid in cash as soon as
practicable after completion of the year-end audit of the Company's financial
statements by its independent auditors; provided that in no event will bonuses
be paid later than two and one-half months from the end of the taxable year
during which such bonuses are calculated. Notwithstanding a participant's
eligibility for a bonus pursuant to Section 3(b), the participant will forfeit
any bonus for a Plan Year if he or she is not employed by the Company or one of
its subsidiaries on the date that bonuses for that Plan Year are calculated.

SECTION 6. COMMITTEE

        (a) This Plan shall be administered by the Committee, which will have
the authority and discretion to interpret the Plan, to establish, amend and
rescind rules relating to the Plan, and to make all other determinations that
may be necessary or advisable for the Plan's administration.

        (b) Any interpretation of the Plan by the Committee and any decision by
it relating to the Plan shall be final and binding on all persons.

SECTION 7. AMENDMENT

        The Board of Directors of the Company may amend or terminate this Plan
at any time, except that no amendment or termination may materially adversely
affect the rights of any participant with respect to Plan Years ended prior to
the date on which the amendment or termination is adopted by the Board.

SECTION 8. PLAN NOT EXCLUSIVE

        This Plan shall not be construed as limiting the ability or discretion
of the Committee to award additional bonuses, separate and apart from this Plan,
to individual participants based upon subjective or other criteria.

EX-10.2

                                                                               .
                                                                               .
                                                                               .


                                                                    Exhibit 10.2



                                        2004 Bonus              2005 Base Salary
                                        ----------              ----------------
                                                          
Stephen N. Joffe                          $200,000                    $600,000
     Chairman and Chief
     Executive Officer
Kevin M. Hassey                            107,500                     215,000
     President
Alan H. Buckey                             102,500                     205,000
     Executive Vice President/
     Finance and Chief
     Financial Officer
Craig P.R. Joffe                           100,000                     200,000
     Senior Vice President,
     General Counsel and
     Secretary