SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. __)

TLC Vision Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

872549100

(CUSIP Number)

Edward E. Steiner, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, 14th Floor

Cincinnati, Ohio 45202

(513) 579-6468

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 19, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Sec.240.13d-7 for other parties to whom copies are to be sent.

The information required on 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. 872549100					Page 2 of 6 Pages
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. N. Joffe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)     o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 2,502,504
			8	SHARED VOTING POWER -0-
			9	SOLE DISPOSITIVE POWER 2,140,995
			10	SHARED DISPOSITIVE POWER -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,502,504 – See Item 5
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0%
14		TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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Item 1.    Security and Issuer

The class of equity securities to which this statement relates consists of the shares of common stock (the “Shares”), of TLC Vision Corporation, a corporation organized under the laws of New Brunswick, Canada (the “Issuer”).  The address of the Issuer’s principal executive offices is 5280 Solar Drive, Suite 300, Mississauga, Ontario, L4W 5M8.

Item 2.    Identity and Background

(a)           The name of the filing person is Dr. Stephen N. Joffe (the “Reporting Person”).  The shares reported in this Schedule 13D over which Dr. Joffe has sole dispositive power are owned jointly with Dr. Joffe’s wife, Sandra Joffe.

(b)           The address for Dr. Joffe is 8750 Red Fox Lane, Cincinnati, Ohio 45243.

(c)           Dr. Joffe is currently a private businessman and investor operating his business interests from 8750 Red Fox Lane, Cincinnati, Ohio 45243.

(d)           During the last five years, neither the Reporting Person nor Mrs. Joffe has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the last five years, neither the Reporting Person nor Mrs. Joffe has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)           The Reporting Person is a citizen of the United States.

Item 3.     Source and Amount of Funds or Other Consideration.

The Reporting Person used personal funds for the transactions in the Shares reported in this Schedule 13D.

Item 4.    Purpose of Transactions.

The Reporting Person had previously acquired beneficial ownership in excess of 5% of the Shares and reported his acquisition on a Schedule 13D filed on March 3, 2006.  As a result of the Reporting Person’s disposition of Shares in the Issuer’s Dutch Auction tender offer competed in June 2007, the Reporting Person’s beneficial ownership of Shares declined to 2.6%, and the Reporting Person filed Schedule 13D Amendment No. 1 on July 2, 2007 to report that the Reporting Person had ceased to be the beneficial owner of more than 5% of the Shares as a final amendment to Schedule 13D and an exit filing.

Since the completion of the Issuer’s Dutch Auction tender offer, the Reporting Person has acquired additional Shares for the same reason that the Reporting  Person had initially acquired Shares – for investment because he believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.

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The Reporting Person has made multiple attempts to engage the management or the Board of Directors of the Issuer in a constructive dialogue regarding the operations of the Issuer, but to date, the Reporting Person has not been satisfied with the Issuer’s responsiveness.  After the Reporting Person’s most recent failed attempt, the Reporting Person delivered a letter dated February 14, 2008, to the Chairman of the Board of Directors of the Issuer setting forth the Reporting Person’s dissatisfaction with the Issuer’s profitability and Share price performance and requesting a meeting with the full Board of Directors of the Issuer to discuss the possibility of having the Reporting Person join the Issuer in the capacity of executive chairman.  The letter requested a response from the Issuer by the close of business on February 18, 2008.  The Reporting Person did not receive any response from the Issuer except for an email requesting an extension of the response deadline in light of the fact that the Issuer could not arrange a meeting of the Board in a timely fashion.  The Reporting Person has not responded to the request for additional time because of the Reporting Person’s past experiences with respect to other inquiries made of the Issuer in recent years by the Reporting Person.

In addition to proposed actions regarding the Shares as set forth in the February 14, 2008 letter, the Reporting Person is considering other actions to protect his investment in the Shares, including seeking representation on the Board of Directors of the Issuer to implement strategic and business model changes to improve the Issuer's performance.

On February 19, 2008, the Reporting Person, through the grant of a proxy as discussed below in Item 5(b), acquired beneficial ownership of more than 5% of the Shares.

The Reporting Person has also issued a press release regarding his acquiring beneficial ownership of more than 5% of the Shares and sent a letter to the Issuer requesting to review the Issuer's share register as permitted by New Brunswick law.

The letter dated February 14, 2008 is filed with this Schedule 13D as Exhibit 99.3, and the Press Release is filed with this Schedule 13D as Exhibit 99.4.

Other than as set forth above, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Person intends to review his investment in the Issuer on a continuing basis and retains the right to change his investment intent, to propose one or more possible transactions to the Issuer, to acquire additional Shares from time to time or to sell or otherwise dispose of all or part of the Shares beneficially owned by him in any manner permitted by law.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, communication with other stockholders, making additional proposals to the Issuer concerning the capitalization, business and operations of the Issuer, acquiring additional Shares or other securities of the Issuer for cash or other consideration or selling some or all of his Shares or to change his intention with respect to any and all matters referred to in Item 4.

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Item 5.    Interest in Securities of the Issuer.

(a)         See Items 11 and 13 on pages 2 and 3 of this Schedule 13D.

(b)         See Items 7, 9 and 11 on pages 2 and 3 of this Schedule 13D.  Shares over which the Reporting Person has sole voting power includes 361,509 Shares owned by a trust for the benefit of the Reporting Person’s daughter, Heidi L.T. Joffe.  Ms. Joffe has sole dispositive power over the Shares held by the trust, but on February 19, 2008, Ms. Joffe granted a proxy to the Reporting Person to vote all 361,090 Shares held by the trust.  The proxy is filed as Exhibit 99.2 to this Schedule 13D.

(c)         In the last sixty (60) days, the Reporting Person executed the following transactions in Shares, on the dates and prices indicated, through the Nasdaq National Market.

Date of Purchase	Number of Shares	Price Per Share
01/22/2008	95,481	$2.215
01/25/2008	15,588	$2.250
01/28/2008	39,631	$2.331

(d)            Not Applicable.

(e)            Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than the Power of Attorney and Proxy (as discussed in Item 5) filed as part of Item 7, the Reporting Person has no contracts, arrangements, understandings or relationships with respect to the Shares.

Item 7.  Material to be Filed as Exhibits.

Exhibit	Description
99.1	Power of Attorney
99.2	Proxy
99.3	Letter dated February 14, 2008 to TLC Vision Corporation (included in Exhibit 99.4)
99.4	Press Release

[Remainder of page intentionally left blank; signature page follows.]

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:     February 21, 2008

/s/ Stephen N. Joffe

Dr. Stephen N. Joffe

EX-99.1

Exhibit 99.1

EXHIBIT 99.1

POWER OF ATTORNEY

Know by all these presents, that the undersigned, Stephen N. Joffe, hereby makes, constitutes and appoints each of Edward E. Steiner, Gary P. Kreider, Mark A. Weiss, and F. Mark Reuter, the attorneys-in-fact (the “Attorneys-In-Fact”) of the undersigned, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on behalf of him:

(a)    For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, and Schedules 14D-1 with respect to the securities of TLC Vision Corporation (the “Company”); and

(b)    To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting.  The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead.  The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.

The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings with the Securities and Exchange Commission with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of February, 2008.

/s/ Stephen N. Joffe

Signature

Stephen N. Joffe

Print Name

EX-99.2

Exhibit 99.2

PROXY

The undersigned agrees to and hereby grants to Stephen N. Joffe, an irrevocable proxy pursuant to the provisions of the New Brunswick Business Corporations Act to vote, or to execute and deliver written consents or otherwise act with respect to, all shares of capital stock (the “Stock”) of TLC VISION CORPORATION (the “Corporation”) now owned or hereafter acquired by the undersigned as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of shareholders of a corporation organized under the New Brunswick Business Corporations Act in connection with any annual or special meeting of shareholders of the Corporation.  The proxy granted hereunder shall, unless sooner terminated, be valid beginning on the date set forth below for a period of fourteen (14) months provided, however, that, in the event that the Corporation holds an annual meeting of shareholders prior to the expiration of such fourteen (14) month period, this proxy shall terminate on the date following such annual meeting.

THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.

Dated this 19th day of February, 2008.

TRUST F/B/O HEIDI N. JOFFE
By:	/s/ Heidi L.T. Joffe
	Heidi L.T. Joffe

EX-99.4

Exhibit 99.4

For Immediate Release

LASIKPLUS FOUNDER DR. STEPHEN N. JOFFE ACQUIRES 5%

VOTING STAKE IN TLC VISION CORP.

Seeks Board and Operational Changes to Effect Turn Around

And Restore Value

Considering Fight for Board Representation at 2008 Annual Meeting

CINCINNATI, OHIO (February 21, 2008) – Dr. Stephen N. Joffe, a Cincinnati investor and laser vision correction industry pioneer, today filed a Schedule 13D with the U.S. Securities and Exchange Commission disclosing ownership of a 5.0% voting position in TLC Vision Corporation (NasdaqGS:TLCV), which operates approximately80 refractive centers in the U.S. and Canada.  Dr. Joffe is the founder and past CEO of LCA-Vision, Inc., parent company of LasikPlus, TLC Vision’s largest competitor.  He has no current relationship with LCA-Vision, Inc.

In his filing Dr Joffe said he is considering actions to protect his investment, including seeking representation on the board to implement strategic and business model changes designed to turn around the company’s flagging performance.  Furthermore, he has requested the New Brunswick, Canada-registered company's shareholder list.

The filing also states that Dr. Joffe’s actions were prompted by recent decisions by the TLC Vision board that have fostered deteriorating operations, severely impacting the value of the company’s shares.  TLC Vision’s share price has fallen more than 60% in the past year.

In a letter to the TLC Vision board dated February 14, 2008, and filed with Dr. Joffe's Schedule 13D today, Dr. Joffe stated: “On top of the list of ill-conceived judgments is the board’s decision to buy off many of its critics with a disastrous Dutch auction that offered unhappy holders roughly three times the price the shares trade at today.  To accomplish this, management and the board burdened the corporation with an enormous mountain of debt and interest costs that could sharply suppress, if not eliminate, profitability for many years to come.”

Dr. Joffe said it is vitally important to have a board and management team whose understanding, insights and experience will support the actions required to better serve patients and

shareholders alike.  “This vibrant industry is still in its infancy,” he said, “with tremendous untapped opportunities for growth.”

(The full text of the letter appears below.)

About Stephen N. Joffe

Dr. Joffe ended his affiliation with Cincinnati-based LCA-Vision, Inc. (Nasdaq: LCAV), in early 2006.  During his10-year tenure as the company’s founder, chairman and CEO, he created a company whose market value dwarfed that of TLC Vision and returned more that 4,000 percent to shareholders.  The value of LCA-Vision’s shares have fallen more than 75% percent since his February 2006 departure as the company’s CEO.

Dr. Joffe was also the founder of LCA-Vision’s corporate predecessor, Laser Centers of America, Inc., and served as its chairman and chief executive officer when it commenced operations in 1985, until it merged into LCA-Vision in 1995.  He was also the founder and chairman of Surgical Laser Technologies, Inc. From 1981 until 1990, he was a full-time professor of surgery at the University of Cincinnati Medical Center.  Dr. Joffe has held faculty appointments in surgery at the Universities of London, Glasgow and Cincinnati, and holds fellowships of the American College of Surgeons and the Royal College of Surgeons of Edinburgh and Glasgow.

For Further Information:

The Dilenschneider Group

212.922.9000

Media: Thor Valdmanis

Investors: Rob Swadosh and Art Gormley

Letter from Stephen Joffe to TLC Vision Corporation Board

February 14, 2008

Mr. Warren S. Rustand, Chairman

TLC Vision Corporation                                                                           TLC Vision Corporation

16305 Swingley Ridge Road                                                                     5280 Solar Drive, Suite 100

Suite 300                                                                                                      Mississauga, Ontario

St. Louis, Missouri 63017                                                                          L4W 5M8      Canada

Dear Warren:

Thank you for calling me back yesterday, I appreciate your time and your effort to explain away the more than 60 percent drop in TLC’s shares over the past year.  Frankly that loss in value is a self-inflicted wound--a byproduct of bad decision-making by the board and management.

On top of the list of ill-conceived judgments is the board’s decision to buy off many of its critics with a disastrous Dutch auction that offered unhappy holders roughly three times the price the shares trade at today.  To accomplish this, management and the board burdened the corporation with an enormous mountain of debt and interest costs that could sharply suppress, if not eliminate, profitability for many years to come.

TLC is part of an industry that is still in its infancy.  As a matter of principle, I want to see TLC succeed and prosper because of the life-changing difference it can make in the lives of patients.

Yet we are already more than 40 days into calendar 2008, and I seriously question whether TLC has the right strategy, the right people, or the right business model to survive and succeed in the years ahead.  I am not the only major shareholder who is deeply disturbed by these concerns.

Currently I am still a significant holder of TLC’s shares, but unlike other troubled shareholders, I understand the economics and challenges of the laser vision correction business from the standpoint of a manager and operator.  I founded LCA-Vision, TLC’s largest competitor, and as chairman and CEO I was directly responsible for that company’s enormous success, until my departure in February 2006.

Right now, my intention is to protect my already sizeable investment in TLC. Before the board’s abrupt decision to initiate the disastrous Dutch auction, we were in serious discussions about my joining TLC to oversee the turnaround.  Consider this letter a formal request to renew those discussions.  I believe all shareholders stand to benefit from my extensive experience as one of the founders of the laser vision correction industry.

Please respond 5:00 pm (eastern) on Monday the 18th of February 2008, to discuss my joining the company as Executive Chairman or CEO to implement my strategic plan to turnaround and rebuild this formerly valuable franchise for the benefit of all shareholders.  I am available to speak with you throughout the upcoming weekend and can be contacted via email at xxxxx or by cell phone on xxxxx or xxxxx.

While I would prefer not to take this effort public, your failure to move forward will force me to take whatever actions are necessary to protect my investment and ensure a timely turnaround of TLC’s business.

Sincerely,

   /s/Stephen N. Joffe

Stephen N. Joffe

   cc:       TLC Vision Corporation Board of Directors

James Wachtman, C.E.O.

Michael DePaolis, O.D.

Richard Lindstrom, M.D.

Toby S. Wilt