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
[  ]     Definitive Additional Materials
[ X]     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.

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         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:



[  ]     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.

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         On April 14, 2003, Carl C. Icahn issued the following press release:

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

                            ICAHN RESPONDS TO VISX PRESS RELEASE

New York, New York. April 14, 2003.  Having reviewed the press release from
VISX  Incorporated  dated  April 11,  2003,  Carl C.  Icahn  made the  following
announcement:

I am disappointed but not surprised by the reaction of VISX to my filing of
proxy material to elect Keith Meister to the VISX board.

o      VISX says that 6 of its 7 board  members  are  independent  - - but in my
view truly independent  board members are people nominated by shareholders,  not
by a self  perpetuating  board  nomination  process in which the  current  board
simply renominates itself.

o      VISX says that its Board members have significant experience - - this may
or may not be true,  but they do not have any  significant  investment  in VISX.
Approximately  97% of their VISX holdings are in the form of options  granted by
the Company.

o      VISX says that Mr. Meister lacks relevant  experience - - Mr. Meister has
not been  nominated  because  of his  industry  experience  but  because  of his
experience  sourcing,  structuring  and  negotiating  over $1 billion dollars in
private  equity  transactions  and  because  I  believe  that he will be a solid
representative   for  shareholder   interests  without   potential   conflicting
allegiances to management.  Mr. Meister  currently serves as a senior investment
manager for my companies and as a director of XO Communications,  Inc., in which
I have recently invested over $500 million.  I am quite confident that, from the
point of view of shareholders,  he will be a welcome addition to the VISX Board.
Mr. Meister's  experience will be vital as VISX will, in my view,  ultimately be
sold to a larger company with greater marketing muscle.

I believe that individuals  nominated by shareholders are likely to be more
independent  of  management  and  therefore  will  be in a  better  position  to
represent  the  interests of  shareholders.  Human nature being what it is, I am
always  concerned  that  management  and  board  members  nominated  by  company
nominating  committees,  will seek to  retain  their  fiefdoms  and will seek to
retain control and  discourage  potential  sales of companies.  In this regard I
note that VISX has a poison  pill that  becomes  effective  if an  investor  has
holdings in VISX stock that exceed 10%*. Why is such a low poison pill threshold
necessary?

Through my  affiliated  companies I am the largest  shareholder  of VISX. I
have made the  exceedingly  modest  proposal  of adding  one  person to the VISX
Board.  I have made my proposal in a manner that permits VISX to maintain all of
its nominees as board members.  Rather than  disputing  this matter,  VISX could
save both time and money by simply allowing Mr. Meister to join the Board. Given
my $140 million  investment in VISX, my position as its largest  shareholder and
the modest  nature of my  request,  I am baffled as to why VISX would not simply
agree to add Mr. Meister to the Board.

WHAT IS VISX AFRAID OF?


SHAREHOLDERS  OF VISX ARE ADVISED TO READ THE  DEFINITIVE  PROXY  STATEMENT
FILED BY MR. ICAHN'S  AFFILIATES IN CONNECTION WITH THEIR SOLICIATION OF PROXIES
FROM VISX  SHAREHOLDERS  WHEN IT  BECOMES  AVAILABLE,  BECAUSE  IT WILL  CONTAIN
IMPORTANT  INFORMATION.  Shareholders of VISX and other  interested  parties may
obtain,  free  of  charge,  copies  of  the  Definitive  Proxy  Statement  (when
available) 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 will also be mailed free of charge, to shareholders.


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*  The holdings of an investor may permissibly exceed 10% under the poison pill,
 for example, due to company repurchases of outstanding shares.