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): June 14, 2007

LCA-VISION INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)	0-27610 (Commission File Number)	11-2882328 (IRS Employer Identification No.)
7840 Montgomery Road, Cincinnati, Ohio (Address of Principal Executive Offices)		45236 (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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On June 14, 2007, the Board of Directors of LCA-Vision Inc. (the “Company”) approved amendments to Article V of the Company’s By-laws to permit the issuance of uncertificated shares of the Company’s stock and to address transfers and other matters related to those shares. The amendments, which became effective immediately, were in response to NASDAQ Rule 4350(l), which requires, effective January 1, 2008, that securities listed on NASDAQ be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Securities Exchange Act of 1934. The Company’s By-laws, as amended, are attached to this report as Exhibit 3(b).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3(b) By-laws, as amended through June 14, 2007.

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: June 15, 2007