SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                               -------------------

        Date of Report (Date of earliest event reported): April 25, 2001
                                 --------------


                               VISX, INCORPORATED
               -------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


        Delaware                   1-10694                  06-1161793
--------------------------    ------------------        --------------------
 (State of Incorporation        (Commission File          (I.R.S. Employer
    or Organization)                Number)              Identification No.)


         3400 Central Expressway
         Santa Clara, California                         95051
------------------------------------------           --------------
 (Address of Principal Executive Offices)              (Zip Code)


Registrant's telephone number including area code:      (408) 733-2020
                                                        --------------


                               Not Applicable
             --------------------------------------------------
       (Former name or former address, if changed since last report)



Item 5. Other Events

                  On April 25, 2001, the Board of Directors of the Company
authorized the amendment to the Rights Agreement, dated as of August 3,
2000 (the "Rights Agreement"), between the Company and Fleet National Bank,
as Rights Agent. The Board's amendment makes the Rights Agreement
inapplicable to the purchase of shares of the Company's common stock on or
prior to July 31, 2001 pursuant to a fully-financed, all cash tender offer
for any and all shares of the Company's common stock at a price of at least
$32 per share, provided that (i) all shares validly tendered in the tender
offer are accepted for payment and paid for, (ii) the number of shares
purchased in the cash tender offer (other than shares of common stock
beneficially owned by the offeror and Affiliates and Associates thereof)
represents at least a majority of the Company's outstanding shares on a
fully diluted basis (treating all outstanding options as exercised for this
purpose), and (iii) as part of its cash tender offer, the offeror agrees
to complete a merger transaction promptly after the closing of the tender
offer in which all shares not purchased in the cash tender offer would be
converted into the right to receive an amount in cash equal to the price
paid in the cash tender offer.


Item 7. Financial Statements and Exhibits

         (c)  Exhibits

4.1      Rights Agreement, dated as of August 3, 2000, between VISX,
         Incorporated and Fleet National Bank, as Rights Agent, including the
         form of Rights Certificate as Exhibit A and the Summary of Rights to
         Purchase Common Stock as Exhibit B (incorporated by reference to
         Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August
         4, 2000)

4.2      Amendment to the Rights Agreement, dated as of April 25, 2001, between
         VISX, Incorporated and Fleet National Bank, as Rights Agent



                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                VISX, INCORPORATED


                                By: /s/    Timothy R. Maier
                                    --------------------------------------
                                    Timothy R. Maier
                                    Executive Vice President and
                                    Chief Financial Officer

Date: May 1, 2001




                                  EXHIBIT INDEX

4.1      Rights Agreement, dated as of August 3, 2000, between VISX,
         Incorporated and Fleet National Bank, as Rights Agent, including the
         form of Rights Certificate as Exhibit A and the Summary of Rights to
         Purchase Common Stock as Exhibit B (incorporated by reference to
         Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August
         4, 2000)

4.2      Amendment to the Rights Agreement, dated as of April 25, 2001, between
         VISX, Incorporated and Fleet National Bank, as Rights Agent




                                                                   Exhibit 4.2

                       AMENDMENT TO RIGHTS AGREEMENT


                  AMENDMENT, dated as of April 25, 2001, to the Rights
Agreement, dated as of August 3, 2000 (the "Rights Agreement"), between
VISX, Incorporated, a Delaware corporation (the "Company"), and Fleet
National Bank, a national banking association, as Rights Agent (the "Rights
Agent").

                  WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);

                  WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 of the Rights Agreement;

                  WHEREAS, the Board of Directors of the Company has approved
this Amendment at a meeting of directors duly called and held;

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:

                  1. (a) Section 11(a)(ii) of the Rights Agreement is
hereby amended by inserting the phrase "either (A)" immediately following
the word "or" and immediately before the word "is" in the fourth line
thereof.

                           (b) Section 11(a)(ii) of the Rights Agreement is
further hereby amended by deleting the phrase "(a "Qualified Offer")" in
the last line thereof and inserting in lieu thereof the following:

                           "or (B) the purchase of shares of Common Stock
              on or prior to July 31, 2001 pursuant to a fully financed
              cash tender offer for any and all shares of Common Stock at a
              price of at least $32.00 per share of Common Stock net to the
              seller in cash, provided that (i) all shares validly tendered
              in the cash tender offer are accepted for payment and paid
              for, (ii) the number of shares of Common Stock validly
              tendered and purchased in the cash tender offer (other than
              shares of Common Stock beneficially owned by the offeror and
              Affiliates or Associates thereof) represents at least a
              majority of the outstanding shares of Common Stock on a fully
              diluted basis (treating all outstanding options as exercised
              for this purpose), and (iii) as part of its cash tender
              offer, the offeror agrees to promptly complete a merger
              transaction in which all shares of Common Stock not tendered
              and purchased in the cash tender offer will be converted into
              the right to receive an amount in cash equal to the price
              paid in the cash tender offer (either (A) or (B) being a
              "Qualified Offer")".

                  2. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.

                  3. The foregoing amendment shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.

                  4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.


ATTEST:                                              VISX, INCORPORATED

 /s/ Michael Medeiros                                /s/ John F. Runkel, Jr.
-------------------------                            ------------------------
Michael Medeiros                                     John F. Runkel, Jr.
Account Manager                                      Vice President, General
                                                     Counsel and Secretary


                                                     FLEET NATIONAL BANK

                                                     /s/ Carol Mulvey-Eori
                                                     -------------------------
                                                     Carol Mulvey-Eori
                                                     Managing Director
[{"type": "8-K", "sequence": "1", "filename": "s498401.txt", "description": "8-K", "secsgml_size_bytes": 9109}]
{"company-data": {"conformed-name": "VISX INC", "cik": "0000837991", "assigned-sic": "3845", "irs-number": "061161793", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10694", "film-number": "1617743"}, "business-address": {"street1": "3400 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4087332020"}, "mail-address": {"street1": "VISX INC", "street2": "3400 CENTRAL EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0703"}, "former-company": {"former-conformed-name": "TAUNTON TECHNOLOGIES INC", "date-changed": "19901212"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                               -------------------

        Date of Report (Date of earliest event reported): April 25, 2001
                                 --------------

                               VISX, INCORPORATED
               -------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                   1-10694                  06-1161793
--------------------------    ------------------        --------------------
 (State of Incorporation        (Commission File          (I.R.S. Employer
    or Organization)                Number)              Identification No.)

         3400 Central Expressway
         Santa Clara, California                         95051
------------------------------------------           --------------
 (Address of Principal Executive Offices)              (Zip Code)

Registrant's telephone number including area code:      (408) 733-2020
                                                        --------------

                               Not Applicable
             --------------------------------------------------
       (Former name or former address, if changed since last report)

Item 5. Other Events

                  On April 25, 2001, the Board of Directors of the Company
authorized the amendment to the Rights Agreement, dated as of August 3,
2000 (the "Rights Agreement"), between the Company and Fleet National Bank,
as Rights Agent. The Board's amendment makes the Rights Agreement
inapplicable to the purchase of shares of the Company's common stock on or
prior to July 31, 2001 pursuant to a fully-financed, all cash tender offer
for any and all shares of the Company's common stock at a price of at least
$32 per share, provided that (i) all shares validly tendered in the tender
offer are accepted for payment and paid for, (ii) the number of shares
purchased in the cash tender offer (other than shares of common stock
beneficially owned by the offeror and Affiliates and Associates thereof)
represents at least a majority of the Company's outstanding shares on a
fully diluted basis (treating all outstanding options as exercised for this
purpose), and (iii) as part of its cash tender offer, the offeror agrees
to complete a merger transaction promptly after the closing of the tender
offer in which all shares not purchased in the cash tender offer would be
converted into the right to receive an amount in cash equal to the price
paid in the cash tender offer.

Item 7. Financial Statements and Exhibits

         (c)  Exhibits

4.1      Rights Agreement, dated as of August 3, 2000, between VISX,
         Incorporated and Fleet National Bank, as Rights Agent, including the
         form of Rights Certificate as Exhibit A and the Summary of Rights to
         Purchase Common Stock as Exhibit B (incorporated by reference to
         Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August
         4, 2000)

4.2      Amendment to the Rights Agreement, dated as of April 25, 2001, between
         VISX, Incorporated and Fleet National Bank, as Rights Agent

                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                VISX, INCORPORATED

                                By: /s/    Timothy R. Maier
                                    --------------------------------------
                                    Timothy R. Maier
                                    Executive Vice President and
                                    Chief Financial Officer

Date: May 1, 2001

                                  EXHIBIT INDEX

4.1      Rights Agreement, dated as of August 3, 2000, between VISX,
         Incorporated and Fleet National Bank, as Rights Agent, including the
         form of Rights Certificate as Exhibit A and the Summary of Rights to
         Purchase Common Stock as Exhibit B (incorporated by reference to
         Exhibit 4.1 to the Company's Current Report on Form 8-K, filed August
         4, 2000)

4.2      Amendment to the Rights Agreement, dated as of April 25, 2001, between
         VISX, Incorporated and Fleet National Bank, as Rights Agent

                                                                   Exhibit 4.2

                       AMENDMENT TO RIGHTS AGREEMENT

                  AMENDMENT, dated as of April 25, 2001, to the Rights
Agreement, dated as of August 3, 2000 (the "Rights Agreement"), between
VISX, Incorporated, a Delaware corporation (the "Company"), and Fleet
National Bank, a national banking association, as Rights Agent (the "Rights
Agent").

                  WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);

                  WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 of the Rights Agreement;

                  WHEREAS, the Board of Directors of the Company has approved
this Amendment at a meeting of directors duly called and held;

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:

                  1. (a) Section 11(a)(ii) of the Rights Agreement is
hereby amended by inserting the phrase "either (A)" immediately following
the word "or" and immediately before the word "is" in the fourth line
thereof.

                           (b) Section 11(a)(ii) of the Rights Agreement is
further hereby amended by deleting the phrase "(a "Qualified Offer")" in
the last line thereof and inserting in lieu thereof the following:

                           "or (B) the purchase of shares of Common Stock
              on or prior to July 31, 2001 pursuant to a fully financed
              cash tender offer for any and all shares of Common Stock at a
              price of at least $32.00 per share of Common Stock net to the
              seller in cash, provided that (i) all shares validly tendered
              in the cash tender offer are accepted for payment and paid
              for, (ii) the number of shares of Common Stock validly
              tendered and purchased in the cash tender offer (other than
              shares of Common Stock beneficially owned by the offeror and
              Affiliates or Associates thereof) represents at least a
              majority of the outstanding shares of Common Stock on a fully
              diluted basis (treating all outstanding options as exercised
              for this purpose), and (iii) as part of its cash tender
              offer, the offeror agrees to promptly complete a merger
              transaction in which all shares of Common Stock not tendered
              and purchased in the cash tender offer will be converted into
              the right to receive an amount in cash equal to the price
              paid in the cash tender offer (either (A) or (B) being a
              "Qualified Offer")".

                  2. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.

                  3. The foregoing amendment shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.

                  4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.

ATTEST:                                              VISX, INCORPORATED

 /s/ Michael Medeiros                                /s/ John F. Runkel, Jr.
-------------------------                            ------------------------
Michael Medeiros                                     John F. Runkel, Jr.
Account Manager                                      Vice President, General
                                                     Counsel and Secretary

                                                     FLEET NATIONAL BANK

                                                     /s/ Carol Mulvey-Eori
                                                     -------------------------
                                                     Carol Mulvey-Eori
                                                     Managing Director