SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JOFFE CRAIG P R

(Last)

(First)

(Middle)

7840 MONTGOMERY ROAD

(Street)

CINCINNATI

45236

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LCA VISION INC [ LCAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/29/2006		D		5,000	D	$34.6669	204,214	D
Common Stock	11/29/2006		D		5,000	D	$34.6289	199,214	D
Common Stock	11/29/2006		D		5,000	D	$34.5028	194,214	D
Common Stock	11/29/2006		D		5,000	D	$34.463	189,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3057	184,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3212	179,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3871	174,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3159	169,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3	164,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3	159,214	D
Common Stock	11/29/2006		D		5,000	D	$34.2853	154,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3187	149,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3554	144,214	D
Common Stock	11/29/2006		D		5,000	D	$34.2793	139,214	D
Common Stock	11/29/2006		D		5,000	D	$34.2391	134,214	D
Common Stock	11/29/2006		D		5,000	D	$34.27	129,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4516	124,214	D
Common Stock	11/29/2006		D		5,000	D	$34.45	119,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4426	114,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4144	109,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4013	104,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3751	99,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3111	94,214	D
Common Stock	11/29/2006		D		5,000	D	$34.39	89,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3686	84,214	D
Common Stock	11/29/2006		D		5,000	D	$34.39	79,214	D
Common Stock	11/29/2006		D		5,000	D	$34.3995	74,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4	69,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4	64,214	D
Common Stock	11/29/2006		D		5,000	D	$34.4	59,214	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

Remarks:

This represents 2 of 3 Form 4s filed today to report sales by the reporting person of 340,000 directly owned shares of LCA-Vision Inc. Common Stock. The Forms should be read together for information on total holdings. The average price per share for all sales was $34.575.

	/s/ Charles G. Skidmore, Attorney-in-fact for Craig P. R. Joffe	12/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.