Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DAVILA ELIZABETH H
   2. Issuer Name and Ticker or Trading Symbol
VISX INC [EYE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
3400 CENTRAL EXPRESSWAY		 3. Date of Earliest Transaction (Month/Day/Year)
05/27/2005
(Street)

SANTA CLARA, CA 95051		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/27/2005   D   31,145 D (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 8.6875 05/27/2005   D     12,390   (2) 05/23/2006 Common Stock 12,390 (2) 0 D  
Stock Option (Right to Buy) $ 8.6875 05/27/2005   D     32,717   (3) 05/23/2006 Common Stock 32,717 (3) 0 D  
Stock Option (Right to Buy) $ 30.5 05/27/2005   D     180,000   (4) 02/25/2009 Common Stock 180,000 $ 0 0 D  
Stock Option (Right to Buy) $ 25.8125 05/27/2005   D     9,795   (5) 02/17/2010 Common Stock 9,795 (5) 0 D  
Stock Option (Right to Buy) $ 25.8125 05/27/2005   D     90,205   (6) 02/17/2010 Common Stock 90,205 (6) 0 D  
Stock Option (Right to Buy) $ 15.74 05/27/2005   D     6,353   (7) 02/12/2011 Common Stock 6,353 (7) 0 D  
Stock Option (Right to Buy) $ 15.74 05/27/2005   D     218,647   (8) 02/12/2011 Common Stock 218,647 (8) 0 D  
Stock Option (Right to Buy) $ 15.9 05/27/2005   D     800,000   (9) 02/13/2011 Common Stock 800,000 (9) 0 D  
Stock Option (Right to Buy) $ 15.14 05/27/2005   D     6,605   (10) 02/12/2012 Common Stock 6,605 (10) 0 D  
Stock Option (Right to Buy) $ 15.14 05/27/2005   D     218,395   (11) 02/12/2012 Common Stock 218,395 (11) 0 D  
Stock Option (Right to Buy) $ 8.03 05/27/2005   D     12,453   (12) 03/03/2013 Common Stock 12,453 (12) 0 D  
Stock Option (Right to Buy) $ 8.03 05/27/2005   D     137,548   (13) 03/03/2013 Common Stock 137,548 (13) 0 D  
Stock Option (Right to Buy) $ 19.73 05/27/2005   D     5,068   (14) 02/11/2014 Common Stock 5,068 (14) 0 D  
Stock Option (Right to Buy) $ 19.73 05/27/2005   D     169,932   (15) 02/11/2014 Common Stock 169,932 (15) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DAVILA ELIZABETH H
3400 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051		   X     Chief Executive Officer  

Signatures

 Elizabeth H. D?vila   06/01/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to merger agreement between issuer and Advanced Medical Optics, Inc. in exchange for 17,192 shares of Advanced Medical Optics, Inc. common stock on the effective date of the merger.
(2) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 23, 1996, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 7,957 shares of Advanced Medical Optics, Inc. common stock for $13.53 per share.
(3) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of May 23, 1996, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 21,012 shares of Advanced Medical Optics, Inc. common stock for $13.53 per share.
(4) This option, which provided for vesting at 1/24th per month of the shares subject to the option vest beginning at the grant date of February 25, 1999, was canceled pursuant to the terms of the merger agreement.
(5) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 17, 2000, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,290 shares of Advanced Medical Optics, Inc. common stock for $40.20 per share.
(6) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 17, 2000, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 57,934 shares of Advanced Medical Optics, Inc. common stock for $40.20 per share.
(7) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 4,080 shares of Advanced Medical Optics, Inc. common stock for $24.51 per share.
(8) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 140,426 shares of Advanced Medical Optics, Inc. common stock for $24.51 per share.
(9) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 13, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 513,802 shares of Advanced Medical Optics, Inc. common stock for $24.76 per share.
(10) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 4,242 shares of Advanced Medical Optics, Inc. common stock for $23.58 per share.
(11) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 140,264 shares of Advanced Medical Optics, Inc. common stock for $23.58 per share.
(12) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of March 3, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 7,997 shares of Advanced Medical Optics, Inc. common stock for $12.51 per share.
(13) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of March 3, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 88,340 shares of Advanced Medical Optics, Inc. common stock for $12.51 per share.
(14) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 11, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,254 shares of Advanced Medical Optics, Inc. common stock for $30.73 per share.
(15) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 11, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 109,139 shares of Advanced Medical Optics, Inc. common stock for $30.73 per share.

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