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 Release                            Lola Wood:  (877) 463-6847
                                                 E-Mail:  ir@visx.com
                                                 Web:  http://www.visx.com


                   VISX ANNOUNCES FIRST QUARTER EARNINGS

                Earnings Increased 62% on a Comparable Basis

            Comments on Icahn's Revised Preliminary Proxy Filing


         SANTA CLARA, CALIFORNIA, APRIL 12, 2001 - VISX, INCORPORATED (NYSE
Symbol: EYE) today announced financial results for the first quarter ended
March 31, 2001.

         Revenue for the first quarter of 2001 was $51,576,000 compared to
$63,997,000 for the comparable period of the prior year. Net income was
$12,620,000, or $0.21 per share, in the first quarter of 2001 compared to
net income of $19,558,000, or $0.30 per share, in the comparable period of
the prior year. Assuming a $100 per procedure fee for the entire first
quarter 2000, earnings for the first quarter 2000 would have been $0.13 per
share on an adjusted basis as compared to $0.21 per share actual for the
current quarter, an increase of 62% on a comparable basis.

         Commenting on the results, Liz Davila, Chief Executive Officer of
VISX, said, "This first quarter was strong for VISX on all major fronts.
Compared to Q4 2000, licensing revenues grew 23%, systems sales were up
29%, and we increased market share. In ever-greater numbers, customers are
advertising to consumers the benefits of the VISX STAR S3 ActiveTrak, and
consumers are responding. Additionally, we continued to bring innovative
technologies to market. During the quarter VISX received FDA approval for
wider ablation zones using Variable Spot Scanning (VSS(TM)). We also
initiated our FDA clinical trials for wavefront-driven ablations."

         Ms. Davila continued, "Looking ahead, we are confident that VISX
is positioned more strongly than ever to lead the industry through many
more years of growth. MarketScope(R) has projected that the U.S. laser
vision correction procedure market will grow at a compound annual growth
rate of 28% over the next four years. Undoubtedly growth in some years will
be greater than others. Because of softness in the current economic
environment, we project 20% growth in 2001. We expect growth to accelerate
as the economy recovers."

         VISX also commented on the revised preliminary proxy materials
filed by Carl Icahn relating to his proposed proxy contest. With regard to
the Icahn group's revised platform to auction the Company, VISX believes
Mr. Icahn continues to offer nothing new to VISX stockholders. VISX has
already implemented a thorough review of its strategic alternatives. While
a well-organized process led by its financial advisor Goldman, Sachs & Co.
has not resulted in any specific transaction, the VISX Board of Directors
and management remain receptive to any opportunity that recognizes VISX's
record of profitable performance, its global leadership position and strong
future prospects.

         VISX believes its stock repurchase program, including the recently
announced 10 million share authorization, is a prudent use of its capital
and represents a compelling investment opportunity. The Company views Mr.
Icahn's proposal to raise more than $300 million of new debt to finance his
proposed buy-back as detrimental to both the short-term and long-term value
of VISX. VISX believes the Icahn group's proposed plan would dilute
earnings, severely weaken VISX's balance sheet, and deprive VISX of the
financial and strategic flexibility that it needs to invest in R&D. In
short, VISX believes Mr. Icahn's scheme would plunge the Company into debt
and restrict its ability to invest in its future.

         The Company sees no benefit to stockkholders in Mr. Icahn's
revised platform.

         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 discussion 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.

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


                             VISX, Incorporated
               Condensed Consolidated Statement of Operations
                 (In thousands, except per share amounts.)




                                                                      (Unaudited)
                                                                  Three Months Ended
                                                              ----------------------------
                                                                3/31/2001       3/31/2000
                                                              ------------    ------------
                                                                         
System sales..............................................     $   17,096      $   19,877
License, service and other revenue........................         34,480          44,120
                                                              ------------    ------------
       Total revenue......................................         51,576          63,997
                                                              ------------    ------------

Cost of revenues..........................................         17,828          16,969
Marketing, general and administrative.....................         11,780          14,588
Research, development and regulatory......................          4,550           3,510
                                                              ------------    ------------

       Total costs and expenses.............................       34,158          35,067
                                                              ------------    ------------
       Income from operations...............................       17,418          28,930

Interest and other income, net............................          3,442           3,667
                                                              ------------    ------------
       Income before provision for income taxes.............       20,860          32,597
       Provision for income taxes...........................        8,240          13,039
                                                              ------------    ------------
       Net income...........................................   $   12,620      $   19,558
                                                              ============    ============

Earnings Per Share
       Basic................................................   $     0.21      $     0.31
                                                              ============    ============
       Diluted..............................................   $     0.21      $     0.30
                                                              ============    ============

Shares Used For Earnings Per Share
       Basic................................................       59,522          63,617
                                                              ============    ============
       Diluted..............................................       61,018          66,147
                                                              ============    ============

                      Condensed Consolidated Balance Sheet
                                 (in thousands)
                                                              (Unaudited)
                                                                3/31/2001      12/31/2000
                                                              ------------    ------------
Cash, cash equivalents and short-term investments.........     $  180,073      $  229,453
Accounts receivable.......................................         40,488          34,540
Inventories...............................................         14,837          14,762
Other current assets......................................         19,441          19,642
                                                              ------------   ------------

       Current assets.......................................      254,839         298,397

Property and equipment, net...............................          4,268           4,996
Long-term deferred tax and other assets...................         18,553          18,114
                                                              ------------   ------------

       Total assets.........................................   $  277,660      $  321,507
                                                              ============    ============

Accounts payable..........................................     $   11,340      $    7,353
Accrued liabilities.......................................         52,500          45,382
                                                              ------------    ------------

       Current liabilities..................................       63,840          52,735

Stockholders' equity......................................        213,820         268,772
                                                              ------------    ------------

       Total liabilities and stockholders' equity...........   $  277,660      $  321,507
                                                              ============    ============

                                   #####