SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         AMENDMENT NO. 1 ON FORM 10-Q/A

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
                         COMMISSION FILE NUMBER: 0-29302

                             TLC VISION CORPORATION
             (Exact name of registrant as specified in its charter)

    NEW BRUNSWICK, CANADA                                980151150
  (State or jurisdiction of                 (I.R.S. Employer Identification No.)
incorporation or organization)

      5280 SOLAR DRIVE, SUITE 300                         L4W 5M8
          MISSISSAUGA, ONTARIO                          (Zip Code)
(Address of principal executive offices)

         Registrant's telephone, including area code: (905) 602-2020

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
         [X] Yes [ ] No

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

         As of May 7, 2004 there were 68,704,502 of the registrant's Common
Shares outstanding.



EXPLANATORY NOTE:

TLC Vision Corporation (the "Company") prepares its consolidated financial
statements in accordance with United States (U.S.) Generally Accepted Accounting
Principles ("GAAP"), which differ in certain respects from Canadian GAAP. This
Amendment No. 1 on Form 10-Q/A is being filed by the Registrant solely for the
purpose of explaining the effect on the Company's financial statements of
significant differences between U.S. GAAP and Canadian GAAP for the benefit of
the Company's Canadian stockholders.

ITEM 6. EXHIBITS AND REPORTS ON 8-K

         a. Exhibits:

         31.1     CEO's Certification required by Rule 13a-14(a) of the
                  Securities Exchange Act of 1934, as amended

         31.2     CFO's Certification required by Rule 13a-14(a) of the
                  Securities Exchange Act of 1934, as amended

         32.1     CEO's Certification of periodic financial report pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section
                  1350.

         32.2     CFO's Certification of periodic financial report pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section
                  1350

         99       Reconciliation between Canadian and United States Generally
                  Accepted Accounting Principles

         b. Reports on 8-K:

         On March 4, 2004 the Company filed a Current Report on Form 8-K
         announcing the Company's financial results for the quarter and year
         ended December 31, 2003.

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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             TLC VISION CORPORATION
                             By: /s/ Elias Vamvakas
                                 ------------------
                                 Elias Vamvakas
                                 Chairman and Chief Executive Officer
                                 May 14, 2004

                             By: /s/ B. Charles Bono III
                                 -----------------------
                                 B. Charles Bono III
                                 Chief Financial Officer
                                 May 14, 2004

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                                  EXHIBIT INDEX



 NO.                                  DESCRIPTION
----   -------------------------------------------------------------------------
    
31.1   CEO's Certification required by Rule 13a-14(a) of the Securities Exchange
       Act of 1934, as amended.

31.2   CFO's Certification required by Rule 13a-14(a) of the Securities Exchange
       Act of 1934, as amended.

32.1   CEO's Certification of periodic financial report pursuant to Section 906
       of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.

32.2   CFO's Certification of periodic financial report pursuant to Section 906
       of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350

99     Reconciliation between Canadian and United States Generally Accepted
       Accounting Principles


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