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


Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[ ]      Preliminary Proxy Statement

[ ]      Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))

[ ]      Definitive Proxy Statement

[X]      Definitive Additional Materials

[ ]      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


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]      No fee required.

[ ]      Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

         1)       Title of each class of securities to which transaction
                  applies:


         2)       Aggregate number of securities to which transaction applies:


         3)       Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):


         4)       Proposed maximum aggregate value of transaction:


         5)       Total fee paid:


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[ ]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:


         2)       Form, Schedule or Registration Statement No.:


         3)       Filing Party:


         4)       Date Filed:



         On May 1, 2001, Mr. Icahn issued a press release, which press release
is attached hereto as Exhibit 1.
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                                                                       Exhibit 1

                              FOR IMMEDIATE RELEASE


 ICAHN DETERMINES TO PROCEED WITH VISX DUE DILIGENCE; DISCONTINUES PROXY CONTEST


New York, New York May 1, 2001. Carl C. Icahn today announced that he would
proceed with due diligence efforts for VISX. Mr. Icahn stated, "As a result of
my most recent conversations with the financial advisors for VISX, I am
satisfied that the company has a sincere interest in a sale at $32 per share and
that a merger structure should be workable. As a result, although management has
not taken all of the steps that I have requested, the posture of VISX is such
that it makes sense to undertake due diligence efforts."

Mr. Icahn stated, "I believe that management's position regarding a potential
sale of VISX has been significantly influenced by the actions I have taken in
conducting the proxy contest." Mr. Icahn noted that "VISX has taken a number of
steps to assure potential buyers that a $32 per share all cash offer would be
welcomed" and that following his conversations with several significant
shareholders, he believes that there is no longer a reason for a proxy contest
given management's significant shift toward his position. "In my view," Mr.
Icahn said, "VISX is a company with significant potential and I am looking
forward to proceeding with due diligence, alone or together with others."







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                    Contact: Susan Gordon at (212) 702-4309.