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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 8-A12G/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               VISX, INCORPORATED
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                                 06-1161793              
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(State of incorporation or organization) (I.R.S. Employer Identification Number)


3400 Central Expressway, Santa Clara, California           95051                
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(Address of principal executive offices)                 (Zip Code)


         Securities to be registered pursuant to Section 12(b) of the Act:



         Title of each class                    Name of each exchange on which
          to be registered                      each class is to be exchanged
                                           
                None.                                        None.                
- ------------------------------------          ----------------------------------


         If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. /  /

         If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. /  /

         Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
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                                (Title of Class)





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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered

                 The authorized capital stock of VISX, Incorporated, a Delaware
         corporation (the "Company"), consists of 30,000,000 shares of Common
         Stock, par value $0.01 per share.  Holders of Common Stock are
         entitled to dividends from funds legally available therefor, when, as,
         and if declared by the Board of Directors of the Company, and are
         entitled to share ratably in all of the assets of the Company
         available for distribution to holders of Common Stock upon the
         liquidation, dissolution, or winding up of the affairs of the Company.
         There are no redemption or sinking fund provisions in the Company's
         Certificate of Incorporation.

                 Stockholders are entitled to one vote for each share of Common
         Stock held of record on matters submitted to a vote of stockholders.
         The Common Stock does not have cumulative voting rights.  As a result,
         the holders of more than 50% of the shares of Common Stock voting for
         the election of directors can elect all the directors if they choose
         to do so, and, in such event, the holders of the remaining shares of
         Common Stock will not be able to elect any person or persons to the
         Board of Directors of the Company.

                 Under Delaware law, unless otherwise provided in the
         Certificate of Incorporation, any action which may be taken at a
         meeting of stockholders may be taken without a meeting, without prior
         notice and without a vote, if a consent or consents in writing setting
         forth the action to be taken are signed by the holders of Common Stock
         having not less than the minimum number of votes that would be
         necessary to authorize or take such action at a meeting at which all
         shares entitled to vote were present and voted.  The Company's Bylaws
         provide that, upon receipt of written notice from a stockholder
         wishing stockholder action to be taken by written consent, the Board
         of Directors has 10 days to set a record date for such action and may
         set the record date to be up to 10 days following the expiration of
         such period.  The Company's Bylaws also provide that stockholders
         wishing to nominate directors or present proposals at the Company's
         annual meeting of stockholders must comply with certain notice
         requirements, including, among other things,  timely delivery of
         written notice thereof not less than 60 days nor more than 90 days
         prior to the first anniversary of the preceding year's annual meeting,
         subject to certain exceptions.  These provisions could in certain
         circumstances have the effect of delaying, deferring, or
         preventing extraordinary corporate transactions such as a merger,
         reorganization, sale of substantially all of the Company's assets, or
         liquidation.

                 Also, the Company is subject to the provisions of Section 203
         of the Delaware General Corporation Law.  In general, Section 203
         prohibits a publicly held Delaware corporation from engaging in a
         "business combination" with an "interested stockholder" for a period
         of three years after the date that the person became an interested
         stockholder unless (with certain exceptions) the business combination
         or the transaction in which the person became an interested
         stockholder is approved in a prescribed manner.  Generally, a
         "business combination" includes a merger, asset or stock sale, or
         other transaction resulting in a financial benefit to the stockholder.
         Generally, an "interested stockholder" is a person who, together with
         affiliates and associates, owns (or within three years prior, did own)
         15% or more of the corporation's voting stock.  This provision may
         have the effect of delaying, deferring or preventing a change in
         control of the Company without further action by the Company's
         stockholders.

                 Holders of shares of Common Stock ("Registrable Stock")
         purchased from the Company in its private placement completed on
         February 14, 1995, have certain rights with respect to the
         registration of such stock under the Securities Act of 1933, as
         amended (the "Securities Act").  Under the terms of the Subscription
         Agreements among the Company and such holders, if the Company proposes
         to register any of its securities under the Securities Act (other than
         pursuant to a registration statement on Form S-4 or S-8 or any
         successor form, or filed in connection with an exchange offer or an
         offering of securities solely to existing stockholders or employees of
         the Company), either for its own account or the account of other
         security holders exercising registration rights, such holders are
         entitled to notice of such registration and are entitled to include
         Registrable Stock therein; provided that, among other conditions, the
         underwriters of any offering have the right to limit the number of
         shares of Registrable Stock included in such registration.  In
         addition, such holders may require the Company, on not more than two
         occasions, to file a registration statement under the Securities Act
         at the Company's expense with respect to the Registrable Stock, and
         the Company is required to use its best efforts to effect such
         registration, subject to certain conditions and limitations.





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Item 2.  Exhibits

           3.1*  Certificate of Incorporation, as amended to date (previously
                 filed as Exhibit 3.1 to Registration Statement on Form S-1
                 (File No. 33-41621) as amended by Exhibit 4.2 to Registration
                 Statement on Form S-8 (File No. 33-53806)).
           3.2*  Amended and Restated Bylaws (previously filed as Exhibit 3.2
                 to Registration Statement on Form S-1 (File No. 33- 46311) as
                 amended  by Exhibit 5.2 to Current Report on Form 8-K dated
                 September 8, 1994).
           4.1*  Specimen Common Stock Certificate (previously filed as Exhibit
                 4.2 to Annual Report on Form 10-K for the year ended December
                 31, 1990).
          10.1*  Form of Subscription Agreement (previously filed as Exhibit
                 10.24 to Annual Report on Form 10-K for the year ended
                 December 31, 1994).

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          *  Previously filed.





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                                    SIGNATURE

         Pursuant to requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                       VISX, INCORPORATED

                                       Date:  November 13, 1995


                                       By: /s/ Mark B. Logan                    
                                           -------------------------------------
                                           MARK B. LOGAN
                                           President and Chief Executive Officer