SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. 1)


Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[X]     Preliminary Proxy Statement
[ ]     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
        (e)(2))
[ ]     Definitive Proxy Statement
[ ]     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)

Payment of Filing Fee (check the appropriate box):




[X]      No fee required.

[ ]    Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

         1)       Title of each class of securities to which transaction
                  applies:

         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:






                                  CARL C. ICAHN
                          767 Fifth Avenue - 47th Floor
                               New York, NY 10153



                                                                April __, 2003


Dear Fellow VISX Shareholder:

Through my  affiliated  companies,  I am the largest  shareholder  of VISX,
holding  over 6 million  shares,  which is in  excess of 11% of the  outstanding
shares.  We have held this  position  for the past 2 1/2  years.  My  affiliated
companies  are  conducting  a proxy  solicitation  to place  Keith  Meister,  an
individual nominated by my affiliates, on the VISX Board.

I  believe  that  public  companies,   such  as  VISX,  benefit  by  having
individuals nominated by shareholders serve on their board of directors,  rather
than having boards comprised solely of persons nominated by existing  directors.
Individuals  nominated  by  shareholders  are likely to be more  independent  of
management and therefore will be in a better position to represent the interests
of shareholders.

On November 3, 2000, at which time VISX common stock was trading at $22.25,
I began a series of letters  to VISX.  In those  letters,  I  indicated  to VISX
management  that it was an  appropriate  time to seek a sale of the company.  On
December 8, 2000, in a letter to  shareholders,  the chief executive  officer of
VISX  stated  that  it  had  hired  Goldman  Sachs  & Co.  to  explore  "various
alternatives".  I do not know what  alternatives may have been considered by the
VISX Board,  although no alternatives were presented for a vote of shareholders.
However,  I do know that Mr. Meister will, as a Board member, who like all Board
members, has fiduciary obligations to shareholders, be a strong advocate for the
interest of shareholders with respect to any proposal for strategic  alternative
or any other matters coming before the Board.

The most  recent  VISX  report on Form 10K notes that there is a  potential
market in the U.S.  alone of 50-60  million  eligible  laser  vision  correction
candidates,  but that to date the  industry has  penetrated  less than 5% of the
U.S. population eligible for refractive surgery. I believe that for laser vision
correction  to achieve  maximum  consumer  acceptance,  it will be  necessary to
engage in directed,  high  profile  marketing  efforts,  something  that,  in my
opinion, has not been done by VISX. As the Company's new CustomVue technology is
introduced,  I believe there will be great  interest in purchasing  the company.
The  most  likely  buyers,  in my  opinion,  should  be large  companies  in the
healthcare  industry with significant  expertise in consumer oriented  marketing
and the  capital  resources  necessary  to grow  the  market  for  laser  vision
correction.  Additionally,  as demand for laser  technology  grows by practicing
ophthalmologists,  a company with a larger marketing  presence in this area will
be, in my opinion,  much better suited than VISX to compete with  companies such
as Alcon,  Inc. for these buyers and  therefore  will have a much better  chance
than current VISX to retain and expand market share.

VISX  could  have  avoided  spending  company  capital  and time by  simply
allowing Mr. Meister, the individual  nominated by its largest  shareholder,  to
join the VISX Board.  I believe  that having Mr.  Meister on the VISX Board will
enhance the likelihood that any proposal to acquire VISX will receive a full and
fair hearing at VISX.

As a philosophical matter, I believe that boards of directors, whether that
of VISX or any  other  company,  should  be  composed  entirely  of  shareholder
nominees.  However,  I have determined that, rather than seek such a substantial
Board change at VISX,  it is more  desirable to seek to place only one member on
the VISX Board at this time.  This  approach  has the benefit of  assuring  VISX
shareholders who so desire,  that there will be substantial  continuity at VISX,
while at the same time providing to VISX shareholders the opportunity to add Mr.
Meister, an individual not nominated by existing VISX Board members, to the VISX
Board. Mr. Meister, a Harvard graduate,  has had significant  investment banking
and  business  experiences  both  at  Lazard  Freres  and at  Northstar  Capital
Partners. Currently, he serves in the capacity of senior investment analyst with
one of my  affiliates.  Mr. Meister has not been nominated for his background in
laser vision technology or the industry.  There is sufficient expertise in those
areas on the VISX Board already.  However,  I believe that Mr. Meister's finance
and  business   background  and  his   experience  in  merger  and   acquisition
transactions,  will  supplement the current Board.  Mr.  Meister's  biographical
information is set forth in the attached proxy statement.

Naturally,  I expect that VISX will  assert  that even the  addition of one
board  member  selected by  shareholders  may be  disruptive  or will  otherwise
interfere with the smooth  operation of VISX.  However,  as a VISX director,  if
elected, Mr. Meister would have the same fiduciary duties to all shareholders as
the other members of the VISX Board.  As the largest VISX  shareholder,  I would
certainly  have no interest in taking any action,  including the addition of Mr.
Meister to the VISX  Board,  if I thought  that VISX  would  suffer as a result.
Moreover,  I believe that as the largest  shareholder,  with an investment of in
excess of $140 million in the Company (based on the prices paid by my affiliates
for VISX shares they hold),  my interest in benefiting  VISX by  nominating  Mr.
Meister is at least as great as that of the existing board,  which has nominated
the slate of directors  proposed by VISX.  Those board  members have very little
invested in the Company.  Of the 1,727,073  shares of VISX common stock reported
in the Company's proxy  statement dated April 17, 2003 as beneficially  owned by
the existing  VISX Board's  members,  approximately  97% are held in the form of
options granted by the Company.

We are  seeking  your  proxy  to vote for Mr.  Meister  and 6 of the 7 VISX
nominees,  as well as for approval of various proposals made by VISX. We are not
seeking  authority  to vote for Mr. Jay T.  Holmes,  one of the  nominees in the
slate of  directors  for which VISX is seeking  nomination.  The addition of Mr.
Meister  to the VISX  Board  does not mean,  however,  that all 7 VISX  nominees
cannot continue to serve as Board members.  If Mr. Meister is elected,  and if a
majority  of the  other  Board  members  thereafter  determine  that it would be
desirable  to have Mr.  Holmes as a member of the Board,  the Board could permit
that result by increasing  the size of the Board and appointing Mr. Holmes as an
additional  member.  There is no assurance that any of the VISX's  nominees will
serve as directors of VISX, if Mr. Meister is elected

I believe that true shareholder democracy involves shareholders  expressing
their  rights  and that  elections  of  corporate  boards  should be more than a
coronation process for board members' self perpetuation through self-nomination.
I URGE  SHAREHOLDERS TO VOTE FOR MR. MEISTER AND THEREBY JOIN ME IN MY EFFORT TO
ADD TO THE BOARD AN INDIVIDUAL  SELECTED OUTSIDE OF THE NOMINATION PROCESS UNDER
WHICH ALL BOARD MEMBERS ARE NOMINATED BY EXISTING VISX DIRECTORS.

                                                             Very truly yours,

                                                             /s/ Carl C. Icahn
                                                             Carl C. Icahn




================================================================================
                       IMPORTANT

Please  sign,  date and return the  enclosed  WHITE proxy card today in the
postage-paid  envelope provided. Do not sign any proxy card that you may receive
or have received from VISX. You may also revoke any proxy you previously  signed
and submitted by signing, dating and returning the enclosed WHITE proxy card.

If you have any questions, or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:

               Innisfree M&A Incorporated
                TOLL-FREE: (877) 825-8772
     Banks and Brokers call collect: (212) 750-5833

================================================================================




                       2003 ANNUAL MEETING OF STOCKHOLDERS
                                       OF
                               VISX, INCORPORATED

                               ___________________
                                 PROXY STATEMENT
                                       OF
                                 BARBERRY CORP.
                               ___________________

     This  Proxy  Statement  and the  accompanying  WHITE  proxy  card are being
furnished to stockholders  ("Stockholders") of VISX, Incorporated ("VISX" or the
"Company")  in connection  with the  solicitation  of proxies by Barberry  Corp.
("Barberry"),  a Delaware corporation controlled by Carl C. Icahn, to be used at
the 2003 Annual Meeting (the "Annual Meeting"), of Stockholders of VISX which is
scheduled  to be held at  11:30  a.m.  local  time  on May  23,  2003 at  VISX's
principal  executive  offices located at 3400 Central  Expressway,  Santa Clara,
California  95051,  and  at any  adjournments,  postponements  or  continuations
thereof..  This  Proxy  Statement  and the  WHITE  proxy  card are  first  being
furnished to Stockholders on or about April __, 2003.

     At the  Annual  Meeting,  Barberry  will  seek to  elect  to the  Board  of
Directors of VISX one (1) nominee,  Keith Meister (the "Nominee"),  who has been
selected by Mr. Icahn and has consented, if elected, to serve as a director.

     MR. ICAHN URGES  STOCKHOLDERS  TO VOTE FOR MR. MEISTER AND THEREBY JOIN HIM
IN HIS  EFFORT  TO ADD  TO THE  BOARD  AN  INDIVIDUAL  SELECTED  OUTSIDE  OF THE
NOMINATION  PROCESS UNDER WHICH ALL BOARD MEMBERS ARE NOMINATED BY EXISTING VISX
DIRECTORS.

     WE URGE YOU TO VOTE YOUR WHITE PROXY CARD FOR THE NOMINEE.

     IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER  INSTITUTION ON THE RECORD DATE,  ONLY IT CAN VOTE SUCH SHARES AND ONLY
UPON  RECEIPT OF YOUR  SPECIFIC  INSTRUCTIONS  ACCORDINGLY,  PLEASE  CONTACT THE
PERSON  RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR
BEHALF THE WHITE PROXY CARD AS SOON AS POSSIBLE.

                                       1


                                    IMPORTANT

     The election of the Nominee requires the affirmative vote of a plurality of
the votes cast,  assuming a quorum is present or  otherwise  represented  at the
Annual Meeting.  As a result, your vote is extremely  important.  We urge you to
mark,  sign,  date and  return  the  enclosed  WHITE  proxy card to vote FOR the
election of the Nominee.

     WE URGE YOU NOT TO SIGN ANY  PROXY  CARD  SENT TO YOU BY VISX.  IF YOU HAVE
ALREADY  DONE SO, YOU MAY REVOKE YOUR PROXY BY  DELIVERING A  LATER-DATED  WHITE
PROXY CARD IN THE ENCLOSED  POSTAGE-PREPAID  ENVELOPE, OR BY VOTING IN PERSON AT
THE ANNUAL MEETING. SEE "VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.

     Only  holders  of  record of VISX's  voting  securities  as of the close of
business on April 1, 2003,  the record date (the "Record  Date")  established by
VISX, are entitled to notice of, and to attend and to vote at the Annual Meeting
and any adjournments or postponements thereof.  According to the Company's proxy
statement  filed with the  Securities  and Exchange  Commission,  as of April 1,
2003, there were outstanding  approximately  51,350,833  shares of common stock,
par value $.01 per share (the  "Common  Stock").  Stockholders  of record at the
close of  business on the Record Date will be entitled to one vote at the Annual
Meeting for each share of Common Stock of VISX held on the Record Date.

     As of the Record Date, Mr. Icahn, Barberry and its affiliates  beneficially
will  own an  aggregate  of  6,020,005  shares  of  Common  Stock,  representing
approximately 11.72% of the outstanding shares of Common Stock. Barberry and its
affiliates intend to vote such shares FOR the election of the Nominee.

     VOTE FOR THE NOMINEE BY RETURNING YOUR COMPLETED WHITE PROXY TODAY.


                                       2




PARTICIPANTS IN SOLICITATION OF PROXIES

     In addition to the Nominee,  the participants (the  "Participants")  in the
solicitation of proxies are Carl C. Icahn, Barberry and its affiliate High River
Limited Partnership ("High River"), both of which entities are owned directly or
indirectly by Mr. Icahn, and Gail Golden, the spouse of Mr. Icahn.

     High River is a Delaware limited  partnership,  principally  engaged in the
business of investing in securities.  High River's  general partner is Barberry.
Barberry is primarily  engaged in the business of investing in  securities.  The
principal  business  address  of each of High River and  Barberry 1 Wall  Street
Court, 9th floor, New York, New York 10005.

     Carl C.  Icahn,  age 67, has served as Chairman of the Board and a Director
of  Starfire  Holding  Corporation  (formerly  Icahn  Holding  Corporation),   a
privately-held  holding  company,  and  Chairman  of the Board and a Director of
various  subsidiaries  of Starfire,  including ACF Industries,  Incorporated,  a
privately-held  railcar leasing and  manufacturing  company,  since 1984. He has
also been Chairman of the Board and President of Icahn & Co., Inc., a registered
broker-dealer  and a member of the National  Association of Securities  Dealers,
since 1968.  Since  November  1990,  Mr. Icahn has been Chairman of the Board of
American Property  Investors,  Inc., the general partner of American Real Estate
Partners,  L.P., a public limited  partnership that invests in real estate.  Mr.
Icahn has been a  Director  of Cadus  Pharmaceutical  Corporation,  a firm which
holds various biotechnology patents, since 1993. From August 1998 to August 2002
Mr.  Icahn  served as  Chairman of the Board of  Maupintour  Holding LLC (f/k/a/
Lowestfare.com,  LLC), an internet  travel  reservations  company.  From October
1998,  Mr.  Icahn  has  been  the  President  and  a  Director  of  Stratosphere
Corporation which operates the Stratosphere Hotel and Casino. Mr. Icahn received
his B.A. from  Princeton  University.  Since  September 29, 2000,  Mr. Icahn has
served as the Chairman of the Board of GB Holdings,  a holding company that owns
the Sands Hotel and Casino in Atlantic  City,  New Jersey.  In January  2003 Mr.
Icahn became Chairman of the Board and a Director of XO Communications,  Inc., a
telecommunications  company. Mr. Icahn's principal business address is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. Please
see Appendix II for additional information.

     Gail  Golden,  age 53, has served as the Chief  Executive  Officer and Vice
Chairman of Maupintour LLC, a luxury tour operator since August 2001 and October
1999,  respectively.  Ms. Golden also serves as the Chief  Executive  Officer of
Maupintour  Holding  LLC  (f/k/a   Lowestfare.com,   LLC),  an  internet  travel
reservations  company since August 2001 and as Vice Chairman since February 1999
and served as President from February 1999 to November 1999 and Chief  Executive
Officer from August 1995 to January  1999.  Ms Golden has also served in several
capacities  with  Lowestfare.com,  Inc.  including Vice Chairman of the Board of
Directors  from  August  1998 to June 2002 and  President  from  August  1998 to
November 1999. Ms. Golden also served as Chief  Executive  Officer and President
of Global Travel Marketing,  a telephone travel reservations  company, from June
1995 to August 2002. Ms. Golden has served as Vice  President of  Administration
of Icahn Associates  Corp., a privately owned holding  company,  since May 1985.
Since 1978, Ms. Golden has served in various  capacities at Icahn & Co., Inc., a
registered  broker-dealer and a member of the National Association of Securities
Dealers,  including  Director of Public and Investor  Relations  and Director of
Human Resources. Ms. Golden also serves in various executive capacities for


                                       3


privately-owned  entities controlled by Mr. Icahn. Ms. Golden is a Director
and  Vice-President and Secretary of the Icahn Charitable  Foundation,  Director
Vice-President  and  Secretary of the Icahn Family  Foundation  and Director and
Secretary of the Foundation for a Greater  Opportunity.  Ms. Golden's  principal
business  address is c/o Icahn Associates  Corp., 767 Fifth Avenue,  47th Floor,
New York, New York 10153.

     Mr. Icahn,  through the  companies he owns,  may be deemed to be beneficial
owner of 6,020,005 shares of the Common Stock,  which  represents  approximately
11.72% of outstanding shares of Common Stock.

     High River is the beneficial owner of 3,245,505 shares of the Common Stock.
Barberry is the beneficial owner of 2,774,500 shares of the Common Stock and, in
addition,  as the sole general partner of High River,  Barberry may be deemed to
be the beneficial owner of 3,245,505 shares of the Common Stock.  Gail Golden is
the beneficial  owner of 1,800 shares of the Common Stock.  Ms. Golden purchased
such shares with her personal funds.

     All transactions in the securities of VISX effected within the past 2 years
by High River,  Barberry,  and other  affiliates  of Mr. Icahn are  contained in
Appendix I attached hereto.


ELECTION OF DIRECTORS

     According to VISX's proxy  statement in connection with the Annual Meeting,
VISX's  management is going to nominate seven (7) candidates for the election as
directors.  Barberry proposes that VISX  Stockholders  elect Keith Meister to be
nominated by Barberry as one of the Directors of VISX at the Annual Meeting.  If
elected,  Mr.  Meister  would  hold  office  until the 2004  Annual  Meeting  of
Stockholders  and until a successor  has been  elected and  qualified.  Although
Barberry  does not  anticipate  that Mr.  Meister will be unable or unwilling to
stand for election, in the event of such occurrence,  proxies may be voted for a
substitute designated by Barberry.

     Background  information  about Mr. Meister is set forth below.  Mr. Meister
not  receiving  any  compensation  from  Mr.  Icahn,  Barberry  or any of  their
affiliates  in  connection  with this  proxy  solicitation.  See  Appendix I for
additional information about Mr. Meister.

          Keith  Meister,  30, has served as senior  investment  analyst of High
          River Limited  Partnership,  a company  affiliated with Carl C. Icahn,
          since June, 2002. From March 2000 through 2001, Mr. Meister co-founded
          and served as co-president  of J Net Ventures,  a venture capital fund
          focused  on  investments  in  information  technology  and  enterprise
          software businesses.  From 1997 through 1999, Mr. Meister served as an
          investment    professional   at   Northstar   Capital   Partners,   an
          opportunistic  investment  partnership  with  assets  in  excess of $2
          billion.  Prior to  Northstar,  Mr.  Meister  served as an  investment
          analyst in the investment  banking group at Lazard Freres. Mr. Meister
          received his A.B. in  Government  (cum laude) from Harvard  College in
          1995. Mr. Meister is a director of XO Communications, Inc.

                                        4




     WE STRONGLY  URGE YOU TO VOTE FOR THE  ELECTION OF MR.  MEISTER BY SIGNING,
DATING AND RETURNING THE ENCLOSED  WHITE PROXY CARD IN THE POSTAGE PAID ENVELOPE
PROVIDED  TO YOU WITH THIS PROXY  STATEMENT.  IF YOU HAVE SIGNED THE WHITE PROXY
CARD AND NO MARKING IS MADE,  YOU WILL BE DEEMED TO HAVE  GIVEN A  DIRECTION  TO
VOTE THE SHARES  REPRESENTED  BY THE WHITE  PROXY CARD FOR THE  ELECTION  OF MR.
MEISTER.

     The Nominee  has not  engaged in any  transactions  in  securities  of VISX
during  the past two  years,  and owns no  securities  of VISX or any  parent or
subsidiary of VISX either of record or beneficially.  In addition, and except as
stated  herein,  neither the Nominee nor any of his associates has any agreement
or  understanding  with respect to future  employment by VISX and no such person
has any agreement or  understanding  with respect to any future  transactions to
which VISX will or may be a party.

     Except as described  herein,  neither Nominee nor any of his associates (i)
has engaged in or had a direct or indirect interest in any transaction or series
of  transactions  since the  beginning  of  VISX's  last  fiscal  year or in any
currently  proposed  transaction,  to which VISX or any of its subsidiaries is a
party, where the amount involved was in excess of $60,000,  or (ii) borrowed any
funds for the  purpose of  acquiring  or holding  any  securities  of VISX or is
presently,  or has  been  within  the  past  year,  a  party  to  any  contract,
arrangement  or  understanding,  with any person with respect to  securities  of
VISX.


AGREEMENTS WITH THE NOMINEE

     High River has entered into a letter  agreement  (the "Nominee  Agreement")
with the Nominee with  respect to his service as nominee,  to stand for election
as a Director of VISX at the Annual  Meeting.  The Nominee  Agreement  provides,
among other things, as follows:

     * The Nominee has acknowledged that he has agreed to become a member of the
slate to stand for election as directors of the VISX in connection  with a proxy
contest with  management of VISX in respect of the election of directors of VISX
at the Annual Meeting.

     * High River has agreed to pay the costs of the proxy contest.

     * High River has agreed to  indemnify  the  Nominee  from and  against  any
losses incurred by the Nominee arising from any action relating to the Nominee's
role as a nominee, absent gross negligence or willful misconduct.

OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

     According  to VISX's  Proxy  Statement,  VISX is  soliciting  proxies  with
respect to three (3)  proposals  other than the  election of  directors.  Please
refer to VISX's Proxy  Statement for a detailed  discussion of those  proposals,
including  various  arguments,  if any, in favor of and against such  proposals.
Those proposals are referred to below.



                                       5



Proposal 2 - Approval of Amendments to 1995 Director Option Plan

     At the Annual Meeting,  the  Stockholders  will be asked to approve certain
amendments to the VISX 1995 Director Option Plan. Barberry recommends a vote FOR
this proposal.

Proposal 3 -- Approval of Amendments to 2000 Stock Plan

     At the Annual Meeting,  the  Stockholders  will be asked to approve certain
amendments  to the VISX 2000 Stock  Plan.  Barberry  recommends  a vote FOR this
proposal.

Proposal 4 -- Ratification of Appointment of Independent Auditors

     At the  Annual  Meeting,  the  Stockholders  will be  asked to  ratify  the
appointment  of KPMG LLP as  VISX's  independent  auditors  for the year  ending
December 31, 2003. Barberry recommends a vote FOR this proposal.

Voting on Proposals 2, 3 and 4

     The  accompanying  WHITE proxy card will be voted in  accordance  with your
instruction  on such card.  You may vote for or vote  against,  or abstain  from
voting on any of Proposals  2, 3 or 4 described  above by marking the proper box
on the WHITE  proxy  card.  IF YOU HAVE  SIGNED THE PROXY CARD AND NO MARKING IS
MADE,  YOU  WILL  BE  DEEMED  TO HAVE  GIVEN A  DIRECTION  TO  VOTE  THE  SHARES
REPRESENTED BY THE WHITE PROXY CARD FOR PROPOSALS 2, 3 and 4.

Other Proposals

     Barberry and its  affiliates  know of no other  business to be presented at
the Annual  Meeting,  but if other  matters do  properly  come before the Annual
Meeting,  the persons  appointed in the proxy will use their  discretion to vote
the shares of Common Stock  represented by WHITE proxy cards in accordance  with
their judgment on such matters.


VOTING PROCEDURES

     According to the VISX Proxy  Statement,  the voting  procedures  are as set
forth  below.  Votes  cast by proxy or in person at the Annual  Meeting  will be
tabulated by the Inspector of  Elections,  EquiServe,  L.P.  (the  "Inspector"),
VISX's Transfer Agent. The Inspector will also determine whether or not a quorum
is present.  The presence at the Annual  Meeting,  in person or by proxy, of the
holders of a majority of the shares of Common  Stock  outstanding  on the Record
Date will constitute a quorum. All proxies representing shares that are entitled
to vote at the meeting will be counted toward establishing a quorum,  regardless
of whether such proxies contain abstentions or broker non-votes.

     The  affirmative  vote of a  plurality  of the votes cast at the meeting is
required  for the  election  of  directors.  A properly  executed  proxy  marked
"Withhold  Authority" and broker

                                       6





non-votes with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated.  The affirmative vote
of the holders of a majority  of the votes cast at the meeting  will be required
to ratify each other proposal.

     Whether or not you are able to attend the Annual Meeting,  you are urged to
complete the enclosed WHITE proxy and return it in the enclosed  self-addressed,
prepaid envelope. All valid proxies received prior to the meeting will be voted.
If you specify a choice with respect to any item by marking the  appropriate box
on the proxy, the shares will be voted in accordance with that specification. IF
NO  SPECIFICATION  IS MADE, THE SHARES WILL BE VOTED FOR THE NOMINEE AND FOR THE
PERSONS WHO ARE EXPECTED TO BE NOMINATED BY VISX,  OTHER THAN MR. JAY T. HOLMES,
WITH  RESPECT TO  PROPOSAL  1 AND FOR  PROPOSALS  2, 3 AND 4, AND,  IN THE PROXY
HOLDERS' DISCRETION AS TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING. The names,  backgrounds and qualifications of the VISX's nominees,  and
other information about them, can be found in the proxy statement distributed by
VISX.  There is no  assurance  that any of the  VISX's  nominees  will  serve as
directors if the Nominee is elected.

     This proxy  statement is soliciting  proxies to elect not only Mr. Meister,
but also all of the VISX nominees other than Mr. Holmes. This gives stockholders
who wish to vote for Mr.  Meister  and such other  persons the ability to do so.
Mr. Holmes was not selected for any particular reason.  Rather, under applicable
proxy rules we are  required  either to solicit  proxies  only for Mr.  Meister,
which could result in limiting  the ability of  shareholders  to fully  exercise
their voting  rights with respect to the Company's  nominees,  or to solicit for
Mr.  Meister and for fewer than all of the Company's  nominees,  which enables a
shareholder  who  desires to vote for Mr.  Meister to also vote for those of the
Company's nominees for whom we are soliciting  proxies.  Mr. Icahn notes that if
Mr. Meister is elected,  and if a majority of the other Board members thereafter
determines  that it would be desirable  that Mr. Holmes  continue as a member of
the Board of  Directors,  the Board could permit that result by  increasing  the
size of the Board and adding Mr. Holmes as an additional member.

PROXY PROCEDURES

     IN ORDER FOR YOUR VIEWS TO BE  REPRESENTED  AT THE ANNUAL  MEETING,  PLEASE
MARK,  SIGN,  DATE AND  RETURN THE  ENCLOSED  WHITE  PROXY CARD IN THE  ENCLOSED
POSTAGE-PREPAID ENVELOPE.

     The  accompanying  WHITE proxy card will be voted at the Annual  Meeting in
accordance with your instructions on such card.

Revocation of Proxies

     Any  Stockholder  who has  mailed a GOLD  proxy  card to VISX may revoke it
before it is voted by  mailing a duly  executed  WHITE  Proxy  Card to  Barberry
bearing a date LATER than the GOLD proxy card  delivered  to VISX.  Proxies  may
also be revoked at any time prior to voting by: (i)  delivering to the corporate
secretary of VISX, a written  notice,  bearing a date later than the date of the
proxy, stating that the proxy is revoked,  (ii) delivering a duly executed proxy
bearing a later date than the proxy delivered previously,  or (iii) by attending
the Annual Meeting and voting in person.



                                       7




     Only  holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a Stockholder of record on the Record Date, you
will  retain  your  voting  rights at the Annual  Meeting  even if you sell such
shares after the Record  Date.  Accordingly,  it is important  that you vote the
shares held by you on the Record  Date,  or grant a proxy to vote such shares on
the WHITE proxy card, even if you sell such shares after the Record Date.


COST AND METHOD OF SOLICITATION

     Solicitation  of proxies  shall be made by Mr.  Icahn and Mr.  Meister.  No
other  director,  officer or  employee of  Barberry  or its  affiliates  will be
soliciting proxies.

     Barberry has retained  Innisfree M&A Incorporated  ("Innisfree") to conduct
the solicitation, for which Innisfree is to receive a fee of up to approximately
$200,000, plus reimbursement for its reasonable out-of-pocket expenses. Barberry
has agreed to indemnify  Innisfree  against  certain  liabilities  and expenses,
including  certain  liabilities  under the federal  securities laws.  Insofar as
indemnification for liabilities arising under the federal securities laws may be
permitted  to  Innisfree  pursuant  to the  foregoing  provisions,  we have been
informed that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification is against public policy and is therefore unenforceable. Proxies
may be solicited by mail, courier services, Internet, advertising,  telephone or
telecopier  or  in  person.   It  is  anticipated  that  Innisfree  will  employ
approximately  75 persons to solicit  proxies from  Stockholders  for the Annual
Meeting.  The total  expenditures in furtherance of, or in connection  with, the
solicitation  of securities  holders is $25,000 to date,  and is estimated to be
$300,000 in total.

     Costs related to the  solicitation of proxies,  including  expenditures for
attorneys,   accountants,   public  relations  and  financial  advisers,   proxy
solicitors,  advertising, printing, transportation and related expenses, will be
borne  by  Barberry  and Mr.  Icahn.  Barberry  and  Mr.  Icahn  intend  to seek
reimbursement for the costs and expenses  associated with the proxy solicitation
in the event that the Nominee is elected to the Board of Directors of VISX,  but
do not  intend  to  submit  the  issue of  reimbursement  to a vote of  security
holders.


CERTAIN INFORMATION REGARDING
ARRANGEMENTS/UNDERSTANDINGS WITH
RESPECT TO SECURITIES OF VISX

     Mr.  Icahn,  High River,  Barberry and Ms.  Golden may be deemed to have an
understanding  with  respect  to  securities  of VISX as they may be  deemed  to
constitute  a  "group"  for the  purposes  of  Section  13(d) of the  Securities
Exchange Act of 1934. As a consequence  of being deemed a "group",  such parties
are required to and have made Schedule 13D filings as a group. Such Schedule 13D
filings  are  publicly  available  at the  Securities  and  Exchange  Commission
website: www.sec.gov.

                                       8



ADDITIONAL INFORMATION

     Certain  information  regarding  the  securities  of VISX  held  by  VISX's
Directors, nominees, management and 5% Stockholders is contained in VISX's Proxy
Statement and is incorporated  herein by reference.  Information  concerning the
date by which proposals of security holders intended to be presented at the next
annual meeting of Stockholders of VISX must be received by VISX for inclusion in
VISX's proxy  statement and form of proxy for that meeting is also  contained in
VISX's proxy statement and is incorporated herein by reference.

Date: April __, 2003                                          BARBERRY CORP.

                                       9


                                                                   APPENDIX I

                   SUPPLEMENTAL NOMINEE AND OTHER INFORMATION

     Set  forth  below  is (a) the  name  and  business  address  of each of the
participants  and their  associates  in the  solicitation  made pursuant to this
Proxy  Statement,  and (b) the dates,  types and  amounts of each  participant's
purchases and sales of the Company's debt and equity  securities within the past
two years. Except for High River,  Barberry,  Mr. Icahn and Ms. Golden, the only
other participant is the Nominee.

NAME AND                      DATE                NUMBER OF
BUSINESS                      OF                  SECURITIES           CURRENT
ADDRESS                       TRANSACTION         PURCHASED            OWNERSHIP

Keith Meister                   None                 None                None
Icahn Associates Corp.
767 Fifth Avenue
47th Floor
New York, NY  10153


Transactions Within the Past Two Years
in VISX Voting
Securities by Barberry, High River, Mr. Icahn and Ms. Golden

                                                                   No. of Shares
                                                                 of Common Stock
                                                         Purchased ("P") or Sold
                                                                         ("S")

 Name                                      Date


 High River Limited Partnership            None                  None

 Barberry                                  None                  None

 Transactions by Carl. C. Icahn            None                  None

 Transactions by Gail Golden               01/07/02               190   S




                                                                APPENDIX II

     On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against  Carl C. Icahn,  Icahn  Associates  Corp.  and High River as  defendants
alleging  that High River's  tender offer for Reliance 9% senior notes  violated
Section 14(e) of the Exchange Act. Reliance sought a temporary restraining order
and  preliminary  and permanent  injunctive  relief to prevent  defendants  from
purchasing the notes. The Court initially imposed a temporary restraining order.
Defendants then supplemented the tender offer disclosures. The Court conducted a
hearing on the disclosures and other matters raised by Reliance.  The Court then
denied Reliance's motion for a preliminary injunction and ordered dissolution of
the temporary restraining order following dissemination of the supplement.

     Reliance took an immediate appeal to the United States Court of Appeals for
the Second  Circuit and sought a stay to  restrain  defendants  from  purchasing
notes  during the  pendency of the appeal.  On January  30,  2001,  the Court of
Appeals denied plaintiffs' stay application. On January 30, Reliance also sought
a  further  temporary  restraining  order  from the  District  Court.  The Court
considered the matter and reimposed its original  restraint  until noon the next
day,  at which time the  restraint  against  Mr.  Icahn and his  affiliates  was
dissolved.  On March 22, 2001,  the Court of Appeals ruled in favor of Mr. Icahn
by affirming the judgment of the District Court.




                                                     IMPORTANT


     1. If your shares are held in your own name, please mark, date and mail the
enclosed WHITE proxy card to our Proxy Solicitor, Innisfree M&A Incorporated, in
the postage-paid envelope provided.

     2. If your shares are held in the name of a brokerage firm, bank nominee or
other  institution,  only it can vote such shares and only upon  receipt of your
specific  instructions.  Accordingly,  you should contact the person responsible
for your  account  and give  instructions  for a WHITE  proxy  card to be signed
representing your shares.

     3. If you have  already  submitted a GOLD proxy card to VISX for the Annual
Meeting,  you may change your vote to a vote FOR the election of the Nominee and
FOR the persons who are expected to be nominated by VISX, other than Mr. Holmes,
whom we are seeking to replace,  by marking,  signing,  dating and returning the
enclosed WHITE proxy card for the Annual Meeting,  which must be dated after any
proxy you may have  submitted  to VISX.  ONLY YOUR  LATEST  DATED  PROXY FOR THE
ANNUAL MEETING WILL COUNT AT THE ANNUAL MEETING.



                                   PROXY CARD

                               VISX, INCORPORATED
                       2003 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY
BARBERRY CORP.

     The  undersigned  hereby  appoints and  constitutes  each of Carl C. Icahn,
Keith Meister and Robert J. Mitchell (acting alone or together) as proxies, with
full power of  substitution  in each, to represent the undersigned at the Annual
Meeting of Stockholders of VISX,  Incorporated (the "Company") to be held on May
23,  2003 at 11:30 a.m.  local  time,  and at any  adjournment  or  postponement
thereof,  hereby  revoking any proxies  previously  given, to vote all shares of
Common Stock of the Company held or owned by the  undersigned as directed below,
and in their  discretion upon such other matters as may come before the meeting.
IF NO DIRECTION IS MADE WITH RESPECT TO A PROPOSAL,  THIS PROXY WILL BE VOTED AS
FOLLOWS WITH RESPECT TO ANY SUCH  PROPOSAL:  (i) FOR KEITH  MEISTER FOR DIRECTOR
AND FOR THE PERSONS WHO ARE  EXPECTED  TO BE  NOMINATED  BY VISX (OTHER THAN MR.
HOLMES), FOR DIRECTORS;  AND (ii) FOR PROPOSALS 2, 3 AND 4. THIS PROXY WILL ALSO
BE VOTED AT THE  DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER BUSINESS AS MAY
PROPERLY  COME BEFORE THE  MEETING.  If any  nominee  for  director is unable or
declines to serve as  director,  this proxy will be voted for any  nominee  that
Barberry Corp. designates.


                   PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY

                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)





     BARBERRY CORP.  RECOMMENDS A VOTE "FOR" THE ELECTION OF ITS NOMINEE AND FOR
PROPOSALS 2, 3 AND 4

[X]      PLEASE MARK VOTES AS IN THIS EXAMPLE.

         STOCKHOLDERS ARE URGED TO SIGN, DATE AND RETURN THIS PROXY.

         YOUR VOTE IS VERY IMPORTANT.

1.       To elect Mr. Keith Meister as a director:    [     ]          [     ]
                                                        FOR            WITHHELD

     Barberry  Corp.  intends to use this proxy to vote for Mr.  Meister and for
the persons who have been nominated by the Company to serve as directors,  other
than the Company nominees listed below.  You may withhold  authority to vote for
one or more additional  Company nominees,  by writing the name of the nominee(s)
below. You should refer to the proxy statement and form of proxy  distributed by
the  Company for the names,  background,  qualifications  and other  information
concerning the Company's nominees.

     There is no  assurance  that any of the  Company's  nominees  will serve as
directors if the nominee of Barberry Corp. is elected to the board.

     The Company's  nominee with respect to whom  Barberry  Corp. is NOT seeking
authority  to vote for and WILL NOT  exercise  any such  authority is Mr. Jay T.
Holmes.


     Write in below  the  names of any  additional  Company  nominees  for which
authority to vote is withheld:

___________________       ______________________    ______________________

___________________       ______________________    ______________________


                                                                                       
2.                                                                     [     ]  [     ]          [     ]
         To approve an amendment to the 1995 Director Option Plan.      FOR     WITHHELD        ABSTAIN


3.                                                                     [     ]  [     ]          [     ]
         To approve an amendment to the 2000 Stock Plan.                 FOR     WITHHELD       ABSTAIN


4.                                                                     [     ]  [     ]          [     ]
         To ratify the appointment of independent public accountants.    FOR     WITHHELD       ABSTAIN





     Please sign exactly as your name(s)  appear(s) hereon. If shares are issued
in the name of two or more persons,  all such persons  should sign the proxy.  A
proxy  executed by a corporation  should be signed in its name by its authorized
officers. Executors, administrators, trustees and partners should indicate their
positions when signing.




 --------------------------------------------               ------------------
          Signature(s) of Stockholder(s)                       Date


 ------------------------------------------------------------------------------
 Title, if any



                  SIGNATURE (IF HELD JOINTLY):  ______________________________