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


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[  ]     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)

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    On May 27, 2003, Carl C. Icahn issued a press release attached hereto as
                                   Exhibit A.



                                                                   Exhibit A

     FOR IMMEDIATE RELEASE ICAHN REACTS TO VISX ANNUAL MEETING RESULTS



New York, New York, May 27, 2003
Contact:  Susan Gordon (212) 702-4309

     Carl C. Icahn  reacted  today to the  results of the VISX  annual  meeting.
Although  disappointed  that his nominee,  Keith Meister,  was not elected,  Mr.
Icahn stated as follows:

     I am  pleased  by  VISX  management's  recent  concession  to  implement  a
"chewable  pill".  This pill,  although  not a perfect  solution,  allows a cash
bidder  willing to pay above 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.

     I believe  that the  adoption  of this  feature was made in response to our
efforts to elect Mr. Meister to the VISX Board and represents a real victory for
shareholder interests.  While this concession,  in my opinion, likely gained the
support of  Institutional  Shareholder  Services for VISX management and insured
their victory in the proxy  contest,  I believe that this is a step in the right
direction and that potential bidders will be encouraged by the existence of this
provision.

     VISX has  indicated  that it has now received FDA approval of the CustomVue
TM technology. In its April 18, 2003 letter to shareholders,  the Company stated
its  belief  that  "CustomVue  [TM]  will  provide  us  with  an   extraordinary
opportunity to gain incremental  revenue and profit from VISX procedures as well
as reinvigorate demand for laser correction".  I believe that the "extraordinary
opportunity"  to  gain  incremental  profit  will  be  viewed  as a  tantalizing
opportunity  for the right  kind of buyer.  I do not  believe  that VISX  alone,
without  combining  with a  larger,  more  well  capitalized  company,  can take
advantage of the market potential available to it.

     I still firmly believe that  shareholders  are best served when shareholder
nominees  are  included  on boards of  directors  and that the  addition  of Mr.
Meister  would have  provided an important  catalyst for an  acquisition  of the
Company.  Nonetheless,  in my opinion,  as a result of this proxy contest,  VISX
shareholders are in a better position today than they were three months ago.

     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.  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. I am
pleased  that we were able to obtain  this  victory at VISX.  In the  future,  I
intend to continue to object to poison  pills and other  devices  that I believe
limit shareholder rights and I will seek to cause other companies to implement a
"chewable pill" provision in their poison pills. I urge 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.