SC 13D/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No.7)*

                               VISX, Incorporated
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                    92844S105
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                General Counsel,
                  Icahn Associates Corp. & affiliated companies
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4388

           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                   May 1, 2001
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


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                                  SCHEDULE 13D

Item 1.  Security and Issuer

     The Schedule 13D filed with the U.S. Securities and Exchange Commission on
October 20, 2000, relating to the common shares, $.01 par value (the "Shares"),
of VISX, Incorporated, a Delaware corporation (the "Issuer" or "VISX") and
amended on November 6, 2000, December 5, 2000, December 15, 2000, April 18,
2001, April 20, 2001 and April 23 by the Registrants, is amended to furnish
additional information set forth herein. All capitalized terms not otherwise
defined shall have the meaning ascribed to such terms in the previously filed
statement on Schedule 13D.

Item 4. Purpose of Transaction

     Item 4 is hereby amended to add the following:

     On May 1, 2001, Mr. Icahn issued a press release. A copy of the press
release is filed as Exhibit 1 hereto, and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

1.   Press release dated May 1, 2001


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                                    SIGNATURE

     After reasonable inquiry and to the best of the undersigned knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: May 1, 2001


BARBERRY CORP.


By:   /s/ Carl C. Icahn
      ---------------------
      Name:  Carl C. Icahn
      Title: President


HIGH RIVER LIMITED PARTNERSHIP

      By:   BARBERRY CORP.,
      General Partner


      By:   /s/ Carl C. Icahn
            --------------------
            Name:  Carl C. Icahn
            Title: President



/s/ Gail Golden
- -----------------
GAIL GOLDEN



/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN


[Signature Page of Amendment No. 7 of Schedule 13D with respect to VISX,
Incorporated]


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EX-99.1

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                                                                    EXHIBIT 99.1


                             FOR IMMEDIATE RELEASE

ICAHN DETERMINES TO PROCEED WITH VISX DUE DILIGENCE; DISCONTINUES PROXY CONTEST

New York, New York   May 1, 2001.   Carl C. Icahn today announced that he would
proceed with due diligence efforts for VISX. Mr. Icahn stated, "As a result of
my most recent conversations with the financial advisors for VISX, I am
satisfied that the company has a sincere interest in a sale at $32 per share
and that a merger structure should be workable. As a result, although
management has not taken all of the steps that I have requested, the posture of
VISX is such that it makes sense to undertake due diligence efforts."

Mr. Icahn stated, "I believe that management's position regarding a potential
sale of VISX has been significantly influenced by the actions I have taken in
conducting the proxy contest." Mr. Icahn noted that "VISX has taken a number of
steps to assure potential buyers that a $32 per share all cash offer would be
welcomed" and that following his conversations with several significant
shareholders, he believes that there is no longer a reason for a proxy contest
given management's significant shift toward his position. "In my view," Mr.
Icahn said, "VISX is a company with significant potential and I am looking
forward to proceeding with due diligence, alone or together with others."



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                    Contact: Susan Gordon at (212) 702-4309.

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