SC TO-I/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                          SCHEDULE TO/A AMENDMENT NO. 3
                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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                             TLC VISION CORPORATION
         (Name of Subject Company (Issuer) and Filing Person (Offeror))

                        Options to Purchase Common Shares
                     Granted Under TLC Vision Corporation's
                     Amended and Restated Stock Option Plan
                         (Title of Class of Securities)

                                    872549100
                (CUSIP Number of Underlying Class of Securities)

                                  Robert W. May
                        Co-General Counsel and Secretary
                             TLC Vision Corporation
                      540 Maryville Centre Drive, Suite 200
                           St. Louis, Missouri, 63141
   (Name, address and telephone number of person authorized to receive notices
                 and communications on behalf of filing person)

                                   Copies to:

           David Chaikof, Esq.
               Torys LLP
     Suite 3000, Maritime Life Tower               Andrew Beck, Esq.
         P.O. Box 270, TD Centre                       Torys LLP
        79 Wellington Street West                   237 Park Avenue
        Toronto, Ontario M5K 1E2             New York, New York 10017-3142
             (416) 865-0040                         (212) 880-6000

Check the appropriate boxes below to designate any transactions to which the
statement relates:

|_|   third party tender offer subject to Rule 14d-l.
|X|   issuer tender offer subject to Rule 13e-4.
|_|   going-private transaction subject to Rule 13e-3.
|_|   amendment to schedule 13D under Rule 13d-2.
|_|   Check the following box if the filing is a final amendment reporting the
      results of the tender offer.


            This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO (the "Tender Offer Statement") filed by TLC Vision
Corporation, a New Brunswick corporation ("TLC Vision"), relating to the offer
by TLC Vision to exchange outstanding options to acquire TLC Vision common
shares with an option price greater than $8.688 for new options to acquire TLC
Vision common shares at an option price of $8.688 per share upon the terms and
subject to the conditions set forth in the Offer to Exchange dated July 18,
2002, and in the related Acceptance Letters, copies of which are attached as
Exhibits (a)(1), (a)(2) and (a)(3), respectively, to the Tender Offer Statement.

Item 12. Exhibits

            Item 12 of the Tender Offer Statement is hereby amended to add a
reference to Exhibit (a)(11), which is attached hereto, as follows:

            (a)(11) Form of E-Mail Sent to All Holders of Eligible Options on
                    September 6, 2002 Extending Expiration Date of Offer to
                    Exchange


                                    SIGNATURE

            After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO/A is true, complete
and correct.

                                        TLC Vision Corporation


                                     By:/s/ Robert W. May
                                        --------------------------------
                                        Robert W. May
                                        Co-General Counsel and Secretary


                                INDEX OF EXHIBITS

Exhibit
Number      Description of Exhibit
- -------     ----------------------

99(a)(11)   Form of E-Mail Sent to All Holders of Eligible Options on September
            6, 2002 Extending Expiration Date of Offer to Exchange

EX-99.A.11

                                                               Exhibit 99(a)(11)

Date:    Friday, September 6, 2002
To:      Holder of Eligible Options
Subject: TLC Vision Offer to Exchange - Reminder Notice

As you know, today, Friday, September 6, 2002, was the original deadline to
tender all eligible options for new options to acquire TLC Vision Corporation
common shares at an option price of $8.688 per share pursuant to the terms of
the Offer to Exchange delivered to you on July 18, 2002. To date, we have
received for exchange approximately 525,226 options or approximately 82% of all
those eligible for exchange. To ensure that everyone has had adequate
opportunity to participate in the Offer to Exchange, we have decided to extend
the deadline by which you must tender your eligible options by two weeks, to
11:59 p.m., Eastern Daylight Savings Time, on Friday, September 20, 2002.

If you have not already done so, we encourage you to review the Offer to
Exchange documents that were sent to you on July 18, 2002. These documents
describe the Offer to Exchange in detail. If you wish to participate in the
Offer to Exchange, we must receive your signed Stock Option Acceptance Letter by
11:59 p.m., Eastern Daylight Savings Time, on September 20, 2002.

Should you have any questions, please do not hesitate to contact me at
1-800-852-1033, ext. 3919 or by email at heather.mcdonald@tlcvision.com.

Thank you,

Heather McDonald
Manager, Pensions & Benefits
TLC Vision Corporation
5280 Solar Drive, Suite 300
Mississauga, ON, CANADA L4W 5M8
Phone: 905-602-2020 x. 3919
Toll Free: 1-800-852-1033 x. 3919
Fax: 905-625-8081
Email: heather.mcdonald@tlcvision.com