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

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

TLC Vision Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872549100

(CUSIP Number)

Michael Colvin
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(972) 628-4100

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 14, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), (f) or (g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

CUSIP No. 872549100  Page 2  of  10 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Capital Management, L.P. 75-2716725
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			5,870,590
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			566,900
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,870,590
WITH		10	SHARED DISPOSITIVE POWER
			566,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,437,490
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, IA

2

CUSIP No. 872549100  Page 3  of  10 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Strand Advisors, Inc. 95-4440863
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			5,870,590
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			566,900
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,870,590
WITH		10	SHARED DISPOSITIVE POWER
			566,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,437,490
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CP, HC

3

CUSIP No. 872549100  Page 4  of  10 

1	NAMES OF REPORTING PERSONS James Dondero
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			5,870,590
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			566,900
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,870,590
WITH		10	SHARED DISPOSITIVE POWER
			566,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,437,490
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	12.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

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CUSIP No. 872549100  Page 5  of  10 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Distressed Opportunities Fund, Inc. (1) 20-5423854
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			316,900
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			316,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	316,900
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) The Reporting Persons may be deemed to be the beneficial owners of the shares of the Issuer’s Common Stock beneficially owned by the other Reporting Persons. However, with respect to the matters described herein, no other Reporting Person may bind, obligate or take any action, directly or indirectly, on behalf of Highland Distressed Opportunities Fund, Inc. The Reporting Person expressly disclaims membership in a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act.

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CUSIP No. 872549100  Page 6  of  10 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Multi-Strategy Onshore Master SubFund, L.L.C. 20-5237152
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			250,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			250,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	250,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 872549100  Page 7  of  10 

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Multi-Strategy Master Fund, L.P. 20-5237085
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			250,000
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			250,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	250,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN/HC

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Item 1. Security and Issuer.

     This statement on Schedule 13D relates to the Common Stock, no par value (the “Common Stock”), of TLC Vision Corporation, a Canada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 5280 Solar Drive, Suite 40, Mississauga, Ontario L4W 5M8, Canada.

Item 2. Identity and Background.

     (a) This statement is filed by and on behalf of each of the following persons (collectively, the “Reporting Persons”): (i) Highland Distressed Opportunities Fund, Inc., a Delaware corporation (“Distressed Opportunities”); (ii) Highland Multi-Strategy Onshore master SubFund, L.L.C., a Delaware limited liability company (“Multi-Strategy SubFund”); (iii) Highland Multi-Strategy Master Fund, L.P., a Bermuda limited partnership (“Multi-Strategy Master Fund”); (iv) Highland Capital Management L.P., a Delaware limited partnership (“Highland Capital”); (v) Strand Advisors, Inc., a Delaware corporation (“Strand”); and (vi) James D. Dondero (“Dondero”). The directors and executive officers of Distressed Opportunities and Strand are named on Appendix I hereto.

     Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

     Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as evidence that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

     (b) The address of the principal business office of each of the Reporting Persons is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240.

     (c) The principal business of Distressed Opportunities is acting as a registered investment company; Distressed Opportunities may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned and/or held by and/or for the account and/or benefit of other Reporting Persons. The principal business of Multi-Strategy SubFund is acting as a registered investment company; Multi-Stategy Subfund may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned and/or held by and/or for the account and/or benefit of other Reporting Persons. The principal business of Multi-Strategy Master Fund is serving as the managing member of Multi-Strategy SubFund; Multi-Stategy Master Fund may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of Multi-Strategy SubFund. The principal business of Highland Capital, a registered investment adviser, is acting as investment adviser and/or manager to other persons, including Distressed Opportunities and Multi-Strategy SubFund; Highland Capital may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of other persons, including Distressed Opportunities and Multi-Strategy SubFund. The principal business of Strand is serving as the general partner of Highland Capital; Strand may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of Highland Capital. The principal business of Mr. Dondero is serving as the President of Distressed Opportunities and the President and a director of Strand; Mr. Dondero may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or for the benefit of Strand and/or Distressed Opportunities.

     (d) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, or the directors or executive officers of Strand and

8

Services, has been convicted in a criminal proceeding in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

     (e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, or the directors or executive officers of Strand and Services, was a party to a civil proceeding in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

     (f) Distressed Opportunities, Multi-Strategy SubFund, Highland Capital and Srand are Delaware entities. Multi-Strategy Master Fund is a Bermuda entity. The citizenship of Dondero is the United States.

Item 3. Source and Amount of Funds or Other Consideration.

     The Reporting Persons have acquired an aggregate of 6,437,490 shares of Common Stock (the “Shares”), which are reported herein, in open market transactions for an aggregate purchase price of approximately $31,580,254.75, with a combination of funds from accounts managed by Highland Capital.

Item 4. Purpose of Transaction.

     The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons continue to review their investment in the Issuer. Certain of the Reporting Persons have in the past and may continue in the future to engage in discussions with management, the board of directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, certain of, or all of, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of the Shares held by some or all of them, seeking to influence the management or strategic direction of the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     (a) The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person:

See the disclosure provided in response to Items 11 and 13 on the attached cover page(s)¹.

     (b) Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote:
	See the disclosure provided in response to Item 7 on the attached cover page(s). (ii) shared power to vote or to direct the vote: See the disclosure provided in response to Item 8 on the attached cover page(s).
(ii)	shared power to vote or to direct the vote: See the disclosure provided in response to Item 8 on the attached cover page(s).
(iii)	sole power to dispose or to direct the disposition of: See the disclosure provided in response to Item 9 on the attached cover page(s).
(iv)	shared power to dispose or to direct the disposition of: See the disclosure provided in response to Item 10 on the attached cover page(s).

     (c) The following table describes transactions in the Common Stock that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:

¹ The percentage calculation is based on 49,747,129 shares of Common Stock outstanding, reported on the Form 10-Q filed with the SEC by the Issuer on August 9, 2007.

9

Transaction		Number of		Number of	Price Per		Description of
Date	Reporting Person	Shares Acquired		Shares Disposed	Share ($)		Transaction
8/7/2007	Multi-Strategy SubFund		250,000			3.7995	Open Market
8/7/2007	Highland Capital		1,770,000			3.7995	Open Market
7/31/2007	Highland Capital		385,624			4.3759	Open Market
7/30/2007	Highland Capital		9,667			4.4837	Open Market
7/30/2007	Highland Capital		4,833			4.4837	Open Market
7/27/2007	Highland Capital		25,000			4.5246	Open Market
7/27/2007	Highland Capital			310,650		4.6200	Open Market
7/27/2007	Highland Capital		310,650			4.6200	Open Market
7/26/2007	Highland Capital		43,100			4.6330	Open Market
7/25/2007	Highland Capital		48,500			4.7549	Open Market
7/24/2007	Highland Capital		100,000			4.8081	Open Market
7/23/2007	Highland Capital		65,000			4.8523	Open Market
7/20/2007	Highland Capital		67,000			4.7221	Open Market
7/19/2007	Highland Capital		60,100			4.7690	Open Market
7/18/2007	Highland Capital		23,100			4.7621	Open Market
7/17/2007	Highland Capital		26,700			4.8851	Open Market
7/13/2007	Highland Capital		11,014			4.8105	Open Market
7/12/2007	Highland Capital		88,986			4.7505	Open Market
6/28/2007	Highland Capital		36,500			5.1859	Open Market
6/27/2007	Highland Capital		6,500			5.1200	Open Market
6/26/2007	Highland Capital		255,000			5.1620	Open Market
6/25/2007	Highland Capital		100,000			5.1014	Open Market
6/22/2007	Highland Capital		140,000			5.0965	Open Market
6/21/2007	Highland Capital		500,000			5.1662	Open Market
6/20/2007	Highland Capital		8,266			5.8000	Open Market
6/19/2007	Highland Capital		350,000			5.8257	Open Market
6/18/2007	Highland Capital		300,000			5.8497	Open Market
6/15/2007	Highland Capital		50,000			5.8919	Open Market

     (d) Other persons, including Highland Crusader Offshore Partners, L.P., may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     There are no contracts, arrangements, understandings or relationships between the Reporting Persons or any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1       Joint Filing Agreement, incorporated by reference to Exhibit A of the Schedule 13G/A filed with the SEC on August 14, 2007 (file No. 005-53321).

10

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 14, 2007
	Highland Multi-Strategy Onshore Master SubFund, L.L.C.
	By:	Highland Multi-Strategy Master Fund, L.P., its managing member
	By:	Highland Multi-Strategy Fund GP, L.P., its general partner
	By:	Highland Multi-Strategy Fund GP, L.L.C., its general partner
	By:	Highland Capital Management, L.P., its sole member
	By:	Strand Advisors, Inc., its general partner
		By:	/s/ James D. Dondero
			James D. Dondero, President
	Highland Multi-Strategy Master Fund, L.P.
	By:	Highland Multi-Strategy Fund GP, L.P., its general partner
	By:	Highland Multi-Strategy Fund GP, L.L.C., its general partner
	By:	Highland Capital Management, L.P., its sole member
	By:	Strand Advisors, Inc., its general partner
		By:	/s/ James D. Dondero
			James D. Dondero, President
	Highland Distressed Opportunities Fund, Inc.
	By:		/s/ James D. Dondero
		James D. Dondero, President
	Highland Capital Management, L.P.
	By:	Strand Advisors, Inc., its general partner
		By:	/s/ James D. Dondero
			James D. Dondero, President
	Strand Advisors, Inc.
	By:		/s/ James D. Dondero
		James D. Dondero, President
	James D. Dondero
			/s/ James D. Dondero

11

APPENDIX I

     The name of each director and executive officer of Strand and Distressed Opportunities is set forth below. The business address of each person listed below is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240. Each person identified below is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below. During the past five years, none of the individuals listed below has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

Strand Advisors, Inc.

Directors
James D. Dondero

Executive Officers

President:	James D. Dondero
Executive Vice President:	Mark Okada
Secretary:	Michael Colvin
Assistant Secretary:	Patrick Daugherty
Assistant Secretary:	Todd Travers
Treasurer:	Ken McGovern

Highland Distressed Opportunities Fund, Inc.

Directors
R. Joseph Dougherty
Timothy K. Hui
Scott F. Kavanaugh
James F. Leary
Bryan A. Ward

Executive Officers

President:	James D. Dondero
Senior Vice President:	R. Joseph Dougherty
Executive Vice President:	Mark Okada
Chief Compliance Officer:	Michael Colvin
Treasurer and Secretary:	M. Jason Blackburn

12