UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LCA-Vision Inc.
_________________________________________________________________
(Name of Issuer)
Common
_________________________________________________________________
(Title of Class of Securities)
501803209
____________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
___. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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).
Page 1 of 3 pages
<PAGE>
CUSIP NO. 501803209
--------
13G
_______________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen N. Joffe
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)_____
Not Applicable (b)_____
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
_______________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 11,377,950
SHARES ____________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,000
____________________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 11,377,950
____________________________________________________________
8 SHARED DISPOSITIVE POWER
1,000
_______________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,524,330 shares*
_______________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
Not Applicable
_______________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
43.5%
_______________________________________________________________________________
10 TYPE OF REPORTING PERSON *
IN
_______________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 3 pages
<PAGE>
SCHEDULE 13G
-Stephen N. Joffe-
Item 1.
(a) Name of Issuer
LCA-Vision Inc.
(b) Address of Issuer's Principal Executive Offices
7840 Montgomery Road
Cincinnati, OH 45236
Item 2.
(a) Name of Person Filing
Stephen N. Joffe
(b) Address of Principal Business Office or, if none, Residence
7840 Montgomery Road
Cincinnati, OH 45236
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
501803 209
Item 3.
N/A
Item 4. Ownership
(a) Amount Beneficially Owned
16,524,330 shares*
*Total consists of 11,378,950 shares owned outright by Dr. Joffe, and 3,852,649
shares which are owned by his wife, Sandra F.W. Joffe, for whom a 13G is being
filed under separate cover. 1000 of the total number of shares are jointly
owned
by Dr. Joffe and his wife. Total also includes 1,129,448 shares of Common Stock
into which Dr. Joffe may convert, at any time, his 11 shares of Interim Series
Class B Preferred Stock and 164,283 shares of Common Stock into which Mrs. Joffe
may convert, at any time, her 1.6 shares of Interim Series Class B Preferred
Stock.
(b) Percent of Class
43.5% of Common Stock, .001 par value per share*
*Total percentage includes the Common Stock into which Dr. and Mrs. Joffe would
receive upon the conversion of their 12.6 shares of Interim Series Class B
Preferred Stock.
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote 11,377,950
(ii) Shared power to vote or to direct the vote 1,000
(iii) Sole power to dispose or to direct the disposition of 11,377,950
(iv) Shared power to dispose or to direct the disposition of 1,000
Item 5.
N/A
Item 6.
N/A
Item 7.
N/A
Item 8.
N/A
Item 9.
N/A
Item 10.
N/A
SIGNATURE
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 3/25/98
Stephen N. Joffe
/s/ Stephen N. Joffe
Signature
