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


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Filed by a Party other than the Registrant    [x]

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         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)

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Keith Meister will deliver the attached  speech at the VISX Annual  Meeting
on May 23, 2003. This speech may also be issued to the media.





Good Morning

     My name is Keith  Meister  and I serve as a Senior  Investment  Analyst for
companies  affiliated with Carl Icahn. Carl Icahn is the largest  shareholder of
VISX common stock.  Mr. Icahn owns over 6 million shares  representing in excess
of 11% of the shares outstanding.  I am here today as Mr. Icahn's nominee to the
Board of Directors. Thank you for the forum.

     As you may know,  this winter Carl Icahn  approached  VISX  management  and
asked  that  they  include  an  Icahn  nominee  on this  year 's  slate of seven
directors. I repeat, one nominee to a board of at least seven.

     Ms.  Davila,  VISX's  CEO,  said  no,  and  began  to  use  company  funds,
shareholder's  money,  to  defend  against  an 11%  shareholder  (the  Company's
largest) having proportionate board representation.

     By way of  background,  Mr.  Icahn  began  buying  stock in VISX during the
summer of 2000, and has held his shares for over two-and-a-half years. Mr. Icahn
invested  well over $100 million in the company,  $100 million of his own money.
And today he simply seeks one board seat for his nominee.

     Why did he buy the stock in 2000?  For all the reasons that still hold true
today: VISX is a great company, with innovative  industry-leading  technology, a
great business  model with  tremendous  operating  leverage,  an  market-leading
installed  customer base,  strong patents and  revolutionary new technology that
management believes will receive FDA approval in June.

     During the time that Mr. Icahn has held his stock,  VISX  shareholders have
not fared well. Meanwhile,  management has been enriched.  Today, over 8 million
options  representing  approximately  14% of the  company,  have been granted to
employees.  Specifically,  almost 2 million  options  have been  granted  to Ms.
Davila.  Upon Ms.  Davila's  promotion  from  president  to CEO, she was granted
800,000 options. During management's recent visit with Institutional Shareholder
Services (ISS) to solicit support for their slate of directors,  ISS deemed this
grant to Ms. Davila to be excessive.

     We are deeply  gratified that ISS deemed this option grant to be excessive.
Hopefully,  in the future,  this board will remember that fact when  considering
management compensation.

     More importantly, we are here today because we believe that VISX ultimately
needs to be sold to a larger  health-care  or  technology  company with consumer
marketing  experience  and know-how in order for VISX  shareholders  to maximize
their return.  In our opinion,  we believe that such an organization will enable
laser vision  correction  surgery to gain  awareness,  acceptance  and increased
mainstream support, and thus drive procedure volumes.

     Specifically,   today,  as  VISX  is  on  the  precipice  of  technological
innovation  with its  CustomVue  product,  we  believe  cash flows  could  soar.
Assuming  procedure  fees  increase  from  $100 to $200  and  initial  procedure
conversions of up to 50% occur,  as management has indicated,  VISX's cash flows
should increase  significantly.  All this would occur despite continued stagnant
procedure volumes of around 1 million.

     When we bought our stock in 2000,  it was  anticipated  that LVC  procedure
volume would reach 2, 3, 4 million a year by this point. With the new technology
in hand, we believe a larger  health-care  company with  marketing  know-how and
experience  can  finally  capitalize  on this  promise  of  mainstream  consumer
adoption for laser  vision  correction.  As this  occurs,  VISX cash flows would
increase further.

     We are pleased by management's  recent  concession to implement a "chewable
pill". This pill, although not a perfect solution,  allows a cash bidder willing
to pay at least the current  market  price for VISX stock to acquire  that stock
without triggering the poison pill, so long as at least half of the shareholders
tender,  unless  holders of a majority of the VISX shares elect to keep the pill
in place.

     We believe  that the  adoption of this  feature was made in response to our
proxy contests and represents a real victory for  shareholder  interests.  While
this  concession  likely gained ISS's support for  management  and insured their
victory in this proxy solicitation,  we still believe that this is a step in the
right direction and we believe that potential  bidders will be encouraged by the
existence of this provision.

     We still  firmly  believe  that  shareholders  are best  served  when large
shareholders  have  representation  on boards of  directors.  Nonetheless,  as a
result of this proxy contest,  VISX  shareholders are in a better position today
than they were three months ago. In addition to the "chewable pill",  management
and the board have been warned that the institutional shareholder community will
not longer sit quietly and allow excessive compensation at the highest levels of
corporations while shareholders suffer.

     VISX is a great  company  with  leading  technology  and a proven  business
model. Yet, we believe that having a shareholder  representative on the board of
VISX will help promote  potential tender offers and other M&A activity that will
ultimately  yield the highest return for VISX's  shareholders.  As such, we urge
you to vote for us today.

     Finally,  Mr.  Icahn has asked  that I pass along his view that it is a sad
commentary on United States corporations in general,  and on VISX in particular,
that only in the  context of an arduous  proxy  battle was the  adoption  of the
"chewable pill" feature implemented.  Mr. Icahn believes that it should not take
a proxy contest for shareholders to secure from entrenched  management something
that should always be within their own absolute control, the right to decide for
themselves  whether to accept a tender offer for any and all of their stock.  He
is pleased that we were able to obtain this victory at VISX. In the future,  Mr.
Icahn  intends to continue to object to poison  pills and other  devices that he
believes limit  shareholder  rights and he will seek to cause other companies to
implement a "chewable  pill"  provision  in their poison  pills.  He urges other
large shareholders to do the same.

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     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.