Exhibit 1

[Carl C. Icahn Letterhead]


December 15, 2000


Mark Logan
Chairman and Chief Executive Officer
VISX, Incorporated
3400 Central Expressway
Santa Clara, CA 95051

Dear Mr. Logan,

         As one of the largest  stockholders of VISX, Inc., I am deeply troubled
with  rumors of  ongoing  negotiations  between  VISX and Bausch & Lomb (B&L) to
settle,  what is in my opinion,  a very legitimate patent  infringement claim by
VISX against B&L.

         I have been advised by patent experts that VISX's patent is both strong
and broad in covering laser vision surgery. Based on such advice, I believe that
B&L's patent position is weak and the likelihood of VISX's success on the merits
in this litigation is very high.

         VISX has created a valuable  technology  and has the patents to protect
it. Entering into a premature and unattractive settlement agreement with B&L and
possibly  licensing the company's  technology  could, in my opinion,  damage the
company and limit its ability to  successfully  merge or be sold.  As previously
proposed in my recent  filing with the  Securities  and Exchange  Commission,  I
believe VISX's management  should be focused on increasing  stockholder value by
finding a suitable purchaser or merger partner.

                                                   Very truly yours,


                                                   /s/ Carl C. Icahn
                                                   Carl C. Icahn