SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HARNER CAROL F H (Last) (First) (Middle) 3400 CENTRAL EXPRESSWAY (Street) SANTA CLARA CA 95051 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VISX INC [ EYE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, Research & Development
	3. Date of Earliest Transaction (Month/Day/Year) 05/27/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/27/2005		D		1,793	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$30.5	05/27/2005		D			46,347	(2)	02/25/2009	Common Stock	46,347	$0	0	D
Stock Option (Right to Buy)	$25.8125	05/27/2005		D			8,998	(3)	02/17/2010	Common Stock	8,998	(3)	0	D
Stock Option (Right to Buy)	$25.8125	05/27/2005		D			21,002	(4)	03/17/2010	Common Stock	21,002	(4)	0	D
Stock Option (Right to Buy)	$15.74	05/27/2005		D			5,970	(5)	02/12/2011	Common Stock	5,970	(5)	0	D
Stock Option (Right to Buy)	$15.74	05/27/2005		D			7,364	(6)	02/12/2011	Common Stock	7,364	(6)	0	D
Stock Option (Right to Buy)	$15.14	05/27/2005		D			6,121	(7)	02/12/2012	Common Stock	6,121	(7)	0	D
Stock Option (Right to Buy)	$15.14	05/27/2005		D			11,379	(8)	02/12/2012	Common Stock	11,379	(8)	0	D
Stock Option (Right to Buy)	$8.03	05/27/2005		D			9,376	(9)	03/03/2013	Common Stock	9,376	(9)	0	D
Stock Option (Right to Buy)	$8.03	05/27/2005		D			20,624	(10)	03/03/2013	Common Stock	20,624	(10)	0	D
Stock Option (Right to Buy)	$21.06	05/27/2005		D			5,023	(11)	08/27/2013	Common Stock	5,023	(11)	0	D
Stock Option (Right to Buy)	$21.06	05/27/2005		D			44,977	(12)	08/27/2013	Common Stock	44,977	(12)	0	D
Stock Option (Right to Buy)	$19.73	05/27/2005		D			771	(13)	02/11/2014	Common Stock	771	(13)	0	D
Stock Option (Right to Buy)	$19.73	05/27/2005		D			17,729	(14)	02/11/2014	Common Stock	17,729	(14)	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Advanced Medical Optics, Inc. in exchange for 989 shares of Advanced Medical Optics, Inc. common stock on the effective date of the merger.

2. This option, which provided for vesting at 1/24th per month of the shares subject to the option vest beginning at the grant date of February 25, 1999, was canceled pursuant to the terms of the merger agreement.

3. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 17, 2000, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 5,778 shares of Advanced Medical Optics, Inc. common stock for $40.20 per share.

4. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 17, 2000, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 13,488 shares of Advanced Medical Optics, Inc. common stock for $40.20 per share.

5. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,834 shares of Advanced Medical Optics, Inc. common stock for $24.51 per share.

6. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 4,729 shares of Advanced Medical Optics, Inc. common stock for $24.52 per share.

7. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,931 shares of Advanced Medical Optics, Inc. common stock for $23.58 per share.

8. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 7,308 shares of Advanced Medical Optics, Inc. common stock for $23.58 per share.

9. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of March 3, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,021 shares of Advanced Medical Optics, Inc. common stock for $12.51 per share.

10. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of March 3, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 13,245 shares of Advanced Medical Optics, Inc. common stock for $12.51 per share.

11. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of August 27, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,226 shares of Advanced Medical Optics, Inc. common stock for $32.80 per share.

12. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of August 27, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 28,886 shares of Advanced Medical Optics, Inc. common stock for $32.80 per share.

13. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 11, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 495 shares of Advanced Medical Optics, Inc. common stock for $30.74 per share.

14. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 11, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 11,386 shares of Advanced Medical Optics, Inc. common stock for $30.73 per share.

Remarks:

	Carol F.H. Harner	06/01/2005
	** Signature of Reporting Person	Date
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