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

SCHEDULE 14-A
(Rule 14A-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES AND EXCHANGE ACT OF 1934


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LCA-Vision Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On March 23, 2009, LCA-Vision Inc. issued the following press release.
 

         
                                                                                                         News Release

 
RiskMetrics Affirms Recommendation that Stockholders Support LCA-Vision Board of Directors and Reject All Proposals by Dissident Joffe Group
 
Issues Alert maintaining recommendation in support of LCA’s current board, urges stockholders to VOTE GOLD

CINCINNATI (March 23, 2009) – LCA-Vision Inc. (NASDAQ: LCAV) announces that RiskMetrics Group’s ISS Governance Services has issued an Alert affirming its recommendation that LCA-Vision stockholders vote to retain the Company’s current Board of Directors and reject all proposals, including the removal of the current Directors and election of replacement Directors, in the Joffe Group’s consent solicitation.  The Alert, dated March 20, 2009, was issued in response to recent information on topics, including LCA-Vision compensation committee practices, same-store sales performance metrics and a supportive letter to the Company’s Chairman of the Board from the LCA-Vision Medical Advisory Board.  With this Alert, RiskMetrics recommends that LCA-Vision stockholders vote in support of the Board and management on all proposals.

RiskMetrics Group is a leading proxy advisory firm, and its analyses and recommendations are relied upon by many of the world’s leading institutional investors.

According to the Alert, “After considering the additional information presented by the dissidents and the compensation related events that ensued subsequent to RMG’s [initial] report, we maintain our recommendation in support of LCA’s current board.”

“We are very pleased that following a review of recent information that RiskMetrics has affirmed its recommendation that LCA-Vision stockholders vote in favor of management on all proposals,” said Steven Straus, LCA-Vision chief executive officer.  “We urge our stockholders to follow the unanimous recommendations of all three proxy advisory firms reviewing this situation, RiskMetrics,  Glass Lewis and PROXY Governance, in voting for our current Board and in support of the current management team.”

Due to the nature of the Consent process, your voting instruction is extremely important and time sensitive.  LCA-Vision urges all stockholders to vote their GOLD cards to REVOKE CONSENT on all three proposals.  Please discard any proxy card that you receive from the Joffe Group.  If you have already voted to consent and wish to change your vote, you have every right to revoke your consent and vote the GOLD proxy.  Only the latest dated card counts.

LCA-Vision filed its Definitive Consent Revocation Statement (“Consent Revocation Statement”) with the Securities and Exchange Commission on Monday, February 9, 2009, and copies of the Consent Revocation Statement with a GOLD Consent Revocation Card were mailed to stockholders beginning February 10, 2009.  The Consent Revocation Statement can be obtained immediately from the SEC’s website at the following link:

http://idea.sec.gov/Archives/edgar/data/1003130/000114420409006021/v139094_defc14a.htm

or from the Investor Relations section of the Company’s website at www.lasikplus.com and   www.lca-vision.com .  Copies of the Consent Revocation Statement and consent revocation card may also be obtained from Georgeson Inc.
 
 
 
 
 
Additional Information:
Georgeson Inc. has been retained by LCA-Vision as consent revocation solicitation agent. Stockholders with questions are encouraged to call Georgeson toll-free 1-800-457-0109 . Copies of the Company’s Consent Revocation Statement, and any other documents filed by LCA-Vision with the SEC in connection with the consent solicitation can be obtained free of charge from the SEC’s website at www.sec.gov , from the Company’s website at www.lasikplus.com and www.lca-vision.com , or from Georgeson.

About LCA-Vision Inc./Lasik Plus ®
LCA-Vision Inc., a leading provider of laser vision correction services under the Lasik Plus ® brand, operates 75 Lasik Plus ® fixed-site laser vision correction centers in 32 states and 57 markets in the United States and a joint venture in Canada. Additional company information is available at www.lca-vision.com and www.lasikplus.com .

  Earning Trust Every Moment.
Transforming Lives Every Day.
For Additional Information

Company Contact:
Investor Relations Contact:
Barb Kise
Jody Cain
LCA-Vision Inc.
Lippert/Heilshorn & Associates
513-792-9292
310-691-7100
   
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