SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


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[  ]     Definitive Proxy Statement
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[  ]     Soliciting Material Pursuant to Section 240.14a-12

                               VISX, Incorporated

                (Name of Registrant as Specified In Its Charter)

        Carl C. Icahn, Barberry Corp. and High River Limited Partnership


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     On May 15, 2003,  Carl C. Icahn issued a press release  attached  hereto as
Exhibit A and is mailing it out to VISX shareholders.





                                                                       Exhibit A

                                                          FOR IMMEDIATE RELEASE
Contact:  Susan Gordon
          212-702-4309

       ICAHN CONTINUES TO URGE VISX SHAREHOLDERS TO VOTE FOR KEITH MEISTER

New York,  New York.  May 15, 2003.  Having  reviewed  the recently  issued
report by Institutional Shareholder Services (ISS) regarding VISX, Inc., Carl C.
Icahn made the following observations:

While  I am  disappointed  with  the  ultimate  decision  of  Institutional
Shareholder  Services not to recommend a vote for Mr. Meister to the VISX board,
I was  gratified to learn from the report by ISS that VISX has now  indicated to
ISS that "at its next board  meeting,  it will  submit a  proposal  to amend its
poison  pill to include a  permanent  chewable  provision.  The  provision  will
require the company, in the event of a bonafide offer, to either redeem the pill
or put it to a  shareholder  vote  within 120 days of such an offer".  ISS noted
that "a chewable feature  allow[s]  shareholders to redeem the pill in the event
of a takeover offer".  Although the actual text of the proposal is not currently
available,  I believe  that such a  provision,  if  properly  implemented,  will
benefit all shareholders and will be a great step forward at VISX.

Nonetheless,  I  continue  to  believe  that  VISX  shareholders  would  be
benefited by having Mr. Meister on the Board. Mr. Meister,  a Harvard  graduate,
has had significant  investment banking and business experience.  Currently,  he
serves in the capacity of senior  investment  analyst with one of my affiliates.
Mr. Meister would be the only shareholder  nominee on the VISX Board. While VISX
seems intent on  resisting  this,  I believe  that  shareholders  will find that
having Mr.  Meister on the Board  will be a benefit  to  shareholders  and their
interests.

I was not surprised to read in the ISS report that "[t]he  initial grant of
800,000  options to Ms.  Davila  does  appear  excessive."  While long time VISX
shareholders  have  suffered  declines in the value of their VISX stock over the
past few years, Ms. Davila has had the benefit of substantial  option grants. As
is reflected in the Company's proxy statement,  as of December 31, 2002, options
and rights to purchase a total of 8,377,957 shares of VISX stock  (approximately
14% of the  Company  on a  fully  diluted  basis)  were  outstanding  under  the
Company's  equity  compensation  plans.  For the  years  2000,  2001  and  2002,
Elizabeth Davila and the four other most highly  compensated  executive officers
of VISX  were  granted  options  to  purchase  1,895,000  shares  of VISX  stock
(approximately  3.2% of the Company on a fully diluted basis).  Ms. Davila alone
was granted options to purchase  1,350,000 shares during that 3-year period. And
this doesn't even take into account the options  granted to Board members during
that 3-year period.  Time has not been so kind to VISX shareholders.  During the
same  3-year  period,  VISX  stock has gone from  closing at $52.09 per share on
January 3, 2000 to closing at $9.58 per share on December  31,  2002.  I believe
that having Mr. Meister on the VISX Board,  where he would have the  opportunity
to react to compensation awards to management, would benefit all shareholders.

VISX has indicated  that,  although not certain,  it expects to receive FDA
approval of CustomVue [TM] in the second quarter of 2003.  Indeed,  in its April
18, 2003 letter to  shareholders,  the Company stated its belief that "CustomVue
[TM] will  provide  us with an  extraordinary  opportunity  to gain  incremental
revenue and profit from VISX procedures as well as reinvigorate demand for laser
correction". I believe that the



"extraordinary  opportunity" to gain incremental profit will be viewed as a
tantalizing  opportunity for the right kind of buyer. The most likely buyers, in
my  opinion,   should  be  large  companies  in  the  healthcare  industry  with
significant  expertise in consumer oriented  marketing and the capital resources
necessary to grow the market for laser  vision  correction  and thereby  achieve
even further  increases to incremental  operating  profit. I do not believe that
VISX alone,  without combining with a larger, more well capitalized company, can
take  advantage of these  markets.  I believe that Mr.  Meister will be a strong
advocate  for the  interest of  shareholders  with respect to any proposal for a
strategic  alternative  or any other  matters  coming  before the  Board.  In my
opinion,  without Mr.  Meister on the Board,  an  important  catalyst for such a
transaction would be gone. I also continue to believe that individuals nominated
by shareholders are likely to be more independent of management and therefore be
in a better position to represent the interests of shareholders.

I urge VISX shareholders to vote for Mr. Meister.

NOTE:  Permission to use quotations from ISS report neither sought nor
obtained.

SHAREHOLDERS  OF VISX ARE ADVISED TO READ THE  DEFINITIVE  PROXY  STATEMENT
FILED BY MR. ICAHN'S AFFILIATES IN CONNECTION WITH THEIR SOLICITATION OF PROXIES
FROM VISX  SHAREHOLDERS.  Shareholders of VISX and other interested  parties may
obtain,  free of charge,  copies of the Definitive Proxy Statement and any other
documents  filed by Mr.  Icahn  and his  affiliates  with the SEC,  at the SEC's
Internet website at www.sec.gov.  The Definitive Proxy Statement was also mailed
to shareholders.