Unassociated Document

		OMB APPROVAL
	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number:3235-0145 Expires:February 28, 2009 Estimated average burden hours per response10.4

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)
TLC Vision Corporation
(Name of Issuer) Common Stock
(Title of Class of Securities) 872549100
(CUSIP Number) December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

x Rule 13d-1(c)

o 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 8

CUSIP No. 872549100

13G

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Black River Asset Management LLC Tax ID #41-2066451
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF		5	SOLE VOTING POWER 5,606,578
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 0
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 5,606,578
WITH:		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,606,578
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1%
12	TYPE OF REPORTING PERSON (See Instructions) IA

Page 2 of 8

CUSIP No. 872549100

13G

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Black River Long/Short Fund Ltd. Tax ID #98-0475958
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF		5	SOLE VOTING POWER 5,606,578
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 0
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 5,606,578
WITH:		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,606,578
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.1%
12	TYPE OF REPORTING PERSON (See Instructions) OO

Page 3 of 8

CUSIP No. 872549100

13G

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Black River Long/Short Opportunity Fund LLC. Tax ID #30-0330292
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 0
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0
12	TYPE OF REPORTING PERSON (See Instructions) OO

Page 4 of 8

Item 1.

(a)

Name of Issuer

TLC Vision Corporation

(b)

Address of Issuer's Principal Executive Offices

5280 Solar Drive, Suite 300

Mississauga, Ontario L4W 5M8

Item 2.

(a)

Name of Person Filing

This statement is filed by: (i) Black River Asset Management LLC (“Black River”) with respect to shares of common stock of the Issuer (“Shares”) owned by Black River Long/Short Fund Ltd. (“Long/Short Fund”); and (ii) the Long/Short Fund with respect to Shares owned by it.

(b)

Address of Principal Business Office or, if none, Residence

Business office of Black River

12700 Whitewater Drive

Minnetonka, MN 55343

Address of the principal business office of Long/Short Fund

P.O. Box 309GT

Ugland House South Church Street

George Town, Grand Cayman Cayman Islands

(c)

Citizenship

Black River is a Delaware limited liability company.

Long/Short Fund is a Cayman Islands exempted company.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

872549100

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act.

(b)

Bank as defined in section 3(a)(6) of the Act.

(c)

Insurance company as defined in section 3(a)(19) of the Act.

(d)

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Page 5 of 8

Item 4.

Ownership

The percentages used herein are calculated based upon the Shares issued and outstanding as of November 6, 2008, as reported on the Issuer’s quarterly report on Form 10-Q filed for the quarterly period ending September 30, 2008.

1. Black River Asset Management LLC (“Black River”)

(a) Amount beneficially owned: 5,606,578

(b) Percent of class: 11.1%

(i) Sole power to vote or to direct the vote: 5,606,578

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 5,606,578

(iv) Shared power to dispose or to direct the disposition of: 0

2. Black River Long/Short Fund Ltd. (“Long/Short Fund”)

(a) Amount beneficially owned: 5,606,578

(b) Percent of class: 11.1%

(i) Sole power to vote or to direct the vote: 5,606,578

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 5,606,578

(iv) Shared power to dispose or to direct the disposition of: 0

3. Black River Long/Short Opportunity Fund LLC (“Long/Short Opportunity Fund”)

(a) Amount beneficially owned: 0

(b) Percent of class: 0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

Prior to the transaction reported on this Amended Schedule 13G, Long/Short Fund was a member of a “group” with Long/Short Opportunity Fund for purposes of Section 13(d) of the Securities Exchange Act. As a result of Long/Short Opportunity Fund’s transfer of 868,878 shares of common stock of the Issuer to Long/Short Fund, Long/Short Fund is the direct beneficial owner of 5,606,578 shares of common stock of the Issuer.

Black River does not own any Shares or securities convertible into Shares. Pursuant to an investment advisory agreement, Black River has investment and voting power with respect to the securities held by the Long/Short Fund.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

(Black River Long/Short Opportunity Fund LLC has ceased to be a beneficial owner)

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Page 6 of 8

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

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.

Page 7 of 8

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.

	February 17, 2009
	Date /s/ Robert S. Goedken
	Signature Black River Asset Management LLC Robert S. Goedken, Chief Legal Officer
	Name/Title

	February 17, 2009
	Date /s/ Robert S. Goedken
	Signature Black River Long/Short Fund Ltd. By: Black River Asset Management LLC, Its Investment Adviser Robert S. Goedken, Chief Legal Officer
	Name/Title

	February 17, 2008
	Date /s/ Robert S. Goedken
	Signature Black River Long/Short Opportunity Fund LLC By: Black River Asset Management LLC, Its Investment Adviser Robert S. Goedken, Chief Legal Officer
	Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Page 8 of 8