SCHEDULE 14A
                               (RULE 14a-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT
                          SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

Filed by the Registrant   [X]
Filed by a Party other than the Registrant [ ]
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
[X]    Definitive Additional Materials
[ ]    Soliciting Material Under Rule 14a-12



                                          VISX, INCORPORATED
- --------------------------------------------------------------------------------------------------------
                           (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------------------------------
                  
               (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 Rules 14a-6(i)(1) and 0-11.
       (1)   Title of each class of securities to which transaction applies:
             common stock, $.01 par value per share
             -------------------------------------------------------------------------------------------

       (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.

       (1)     Amount Previously Paid:

             -------------------------------------------------------------------------------------------

       (2)     Form, Schedule or Registration Statement No.:

             -------------------------------------------------------------------------------------------

       (3)     Filing Party:

             -------------------------------------------------------------------------------------------

       (4)     Date Filed:

             -------------------------------------------------------------------------------------------





[VISX Logo]

NEWS RELEASE                             Company Contact:
For Immediate Distribution               Lola Wood:  (877) 463-6847
- --------------------------               E-Mail:  ir@visx.com
                                         Web:  http://www.visx.com

                                         Joele Frank / Barrett Godsey
                                         Joele Frank, Wilkinson Brimmer Katcher
                                         (212) 355-4449



                           VISX RESPONDS TO ICAHN

SANTA CLARA, CALIFORNIA, (April, 20, 2001) - VISX, INCORPORATED (NYSE
Symbol: EYE) announced today that in response to Carl Icahn's letter of
April 20, 2001, Ms. Elizabeth Davila, Chief Executive Officer of VISX,
stated:

"VISX and its Board of Directors remain committed to discussing the
potential acquisition of VISX with credible buyers. VISX has not been
recently contacted by an ophthalmic or non-ophthalmic company expressing
interest in purchasing VISX, including any company Mr. Icahn may have been
referring to in his letter dated April 18, 2001. VISX is skeptical of Mr.
Icahn's proposal to buy all of VISX for $32 per share in cash. The Company
is concerned that this is just another ploy by Carl Icahn to garner votes
on the eve of the May 4th Annual Meeting. However, consistent with the VISX
Board's desire to explore possible business combinations, VISX management
and its financial advisor, Goldman, Sachs & Co., are prepared to promptly
meet with Mr. Icahn concerning his proposal and its conditions and
contingencies. VISX continues to urge all stockholders to vote for the VISX
Board on the GOLD proxy card. An independent and objective board is
essential in evaluating any proposal put forth by Mr. Icahn or his
affiliates."

VISX is the worldwide leader in the development of refractive laser
technology. VISX systems are commercially available in the United States
and markets worldwide.

The foregoing statements are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations and actual results could
differ materially. Additional discussions of factors affecting the
Company's business is contained in the Company's most recent filings with
the Securities and Exchange Commission, including VISX's Annual Report and
Form 10-K for the year ended December 31, 2000.


                                   # # #