UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LCA-Vision Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
501803209
(CUSIP Number)
July 6, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
_X_ Rule 13d-1(d)
* 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).
CUSIP NO. 501803209
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSONS (entities only).
Stephen N. Joffe
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) _________________________________________________________
(b) _________________________________________________________
3. SEC USE ONLY ________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
Number of 5. SOLE VOTING POWER: -0-
Shares
Beneficially Reporting 6. SHARED VOTING POWER: 14,075,400
Owned By
Each 7. SOLE DISPOSITIVE POWER: -0-
Person with:
8. SHARED DISPOSITIVE POWER: 14,075,400
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,075,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions): Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.43%
12. TYPE OF REPORTING PERSON (See Instructions): IN
<PAGE>
Item 1.
(a) Name of Issuer: LCA-Vision Inc.
(b) Address of Issuer's Principal Executive Office:
LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
Item 2.
(a) Name of Person Filing: Stephen N. Joffe
(b) Address of Principal Business Office:
LCA-Vision Inc.
7840 Montgomery Road
Cincinnati, Ohio 45236
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 501803209
Item 3. Not Applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned: 14,075,400*.
(b) Percent of Class: 27.43%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-.
(ii) shared power to vote or to direct the vote:
14,075,400.
(iii) sole power to dispose or direct the disposition
of: -0-.
(iv) shared power to dispose or direct the disposition
of: 14,075,400.
_______________
*Stephen N. Joffe, MD and Sandra F.W. Joffe are married to one
another and each is therefore deemed to be the beneficial owner of
all shares owned by the other. The total shown consists of
9,577,950 shares of Common Stock owned of record by Dr. Joffe,
3,651,649 shares of Common Stock owned of record by Mrs. Joffe,
1,000 shares of Common Stock owned of record by Dr. and Mrs. Joffe
jointly, 750 shares of Common Stock issuable to Mrs. Joffe in the
event of her exercise of a currently exercisable stock option,
736,309 shares of Common Stock issuable to Dr. Joffe as of December
31, 1998 in the event of conversion of 11 shares of Interim Series
Class B Preferred Stock owned by him, and 107,742 shares of Common
Stock issuable to Mrs. Joffe as of December 31, 1998 in the event of
conversion of 1.6 shares of Interim Series Class B Preferred Stock
owned by her. Sandra F.W. Joffe is reporting the beneficial
ownership of these same shares in her own Schedule 13G filed under
separate cover.
<PAGE>
EXCHANGE ACT RULES
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
July __, 1999
Date
/S/ Stephen N. Joffe
Signature
Stephen N. Joffe
__________________________________
Name/Title
