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): May 15, 2003
                                 --------------


                               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 May 15, 2003, the Board of Directors of the Company authorized the
amendment to the Rights Agreement, dated as of August 3, 2000, between the
Company and Equiserve Trust Company, as Successor Rights Agent to Fleet
National Bank, as amended on April 25, 2001 (the "Rights Agreement"). The
amendment provides that the rights issued pursuant to the Rights Agreement be
redeemed if a there is a "Qualifying Tender Offer", provided that (a) such
Qualifying Tender Offer must have been mailed to stockholders at least 120
days prior to the consummation of a purchase, (b) the number of shares validly
tendered and not withdrawn in the Qualifying Tender Offer (other than shares
of common stock held by the offeror and its affiliates) represent at least a
majority of the Company's outstanding shares on a fully diluted basis
(treating all outstanding options as exercised for this purpose), (c) as part
of the Qualifying Tender Offer, the offeror agrees to complete, promptly after
the acceptance of the shares purchased pursuant to the Qualifying Tender
Offer, a merger transaction with the Company in which all shares not tendered
and purchased in the Qualifying Tender Offer would be converted into the right
to receive an amount in cash not less than the price paid or to be paid in the
Qualifying Tender Offer, and (d) at a special meeting called, at the
discretion of the Board of Directors, within 120 days of the Qualifying Tender
Offer commencement date, which meeting shall be held on a date not more than
180 days after the Qualifying Tender Offer commencement date, holders of a
majority of the shares of common stock outstanding as of the record date for
the special meeting (excluding shares of common stock held by the offeror or
its affiliates) have not voted to keep the rights outstanding. A "Qualifying
Tender Offer" means a tender offer for all outstanding shares of the Company's
common stock by an offeror, commenced and mailed to the Company's
stockholders, which tender offer meets all of the following requirements: (i)
the tender offer must provide for the acquisition of any and all of the
outstanding shares of common stock held by any person (other than the offeror
and its affiliates) solely for cash at the same price and at a price that is
at a premium to the highest closing price for the twenty (20) trading days
prior to the commencement of the tender offer and the twenty (20) trading days
prior to any earlier announcement of an intention to seek to acquire the
Company, (ii) such offer must remain open for at least 120 days following
commencement, (iii) the offeror must have retained an independent,
nationally-recognized investment banking firm and received its written
opinion, dated as of the date of the Qualifying Tender Offer, stating that the
tender offer price is fair from a financial point of view to the Company's
stockholders (other than the offeror and its affiliates) and a copy of such
written opinion must have been included in the tender offer materials that are
sent to stockholders pursuant to the rules and regulations of the Securities
and Exchange Commission, and (iv) the offeror must have (A) obtained firm
written financing commitments from recognized financing sources and/or have on
hand cash or cash equivalents, which financing and/or cash or cash equivalents
will be available at the time of acceptance for purchase of the shares
pursuant to the tender offer in an amount sufficient to cover the full amount
of all financing necessary to consummate the tender offer and all related
expenses (including amounts necessary to refinance any indebtedness of the
Company or its subsidiaries which will become due upon consummation of a
Qualifying Tender Offer) and (B) set forth a copy of any such financing
commitments in the tender offer materials that are sent to stockholders
pursuant to the rules and regulations of the Securities and Exchange
Commission.



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
       incorporated by reference to Exhibit 4.2 to the Company's
       Current Report on Form 8-K, filed May 1, 2001)

4.3    Amendment No. 2 to the Rights Agreement, dated as of May 15, 2003,
       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 16, 2003




                                  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
       (incorporated by reference to Exhibit 4.2 to the Company's Current
       Report on Form 8-K, filed May 1, 2001)

4.3    Amendment No. 2 to the Rights Agreement, dated as of May 15, 2003,
       between VISX, Incorporated and Fleet National Bank, as Rights Agent
<PAGE>




                                                                   Exhibit 4.3


                      AMENDMENT NO. 2 TO RIGHTS AGREEMENT

AMENDMENT NO. 2, dated as of May 15, 2003, to the Rights Agreement, dated as
of August 3, 2000 (the "Rights Agreement"), between VISX, Incorporated, a
Delaware corporation (the "Company"), and EquiServe Trust Company, N.A.,
successor rights agent to Fleet National Bank, a National Banking Association,
as Rights Agent (the "Rights Agent"), as amended on April 25, 2001.

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

                  WHEREAS, by resolution dated November 13, 2001, the Board of
Directors of the Company approved (i) the appointment of EquiServe Trust
Company, N.A. as successor transfer agent and registrar for the Company's common
stock, replacing Fleet National Bank, a National Banking Association, and (ii)
the assignment of the Rights Agreement from Fleet National Bank, a National
Banking Association to EquiServe Trust Company, N.A.;

                  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
and adopted 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. Section 1 of the Rights Agreement is amended to add the following new
subsections:

         (nn1) "Offeror" shall mean any Person who makes a Qualifying Tender
         Offer.

         (oo1) "Qualifying Tender Offer" shall mean a tender offer for all
         outstanding shares of Common Stock by an Offeror commenced and mailed
         to the Company's stockholders, which tender offer meets all of the
         following requirements:

         (i)      The tender offer must be made for any and all of the
                  outstanding shares of Common Stock (other than shares of
                  Common Stock held by the Offeror and its Affiliates) solely
                  for cash at the same price and at a price which is at a
                  premium to the highest closing price for the twenty (20)
                  trading days prior to the commencement of the tender offer
                  and the twenty (20) trading days prior to any earlier
                  announcement of an intention to seek to acquire the Company;

         (ii)     Such tender offer must remain open for at least 120 days
                  following commencement;

         (iii)    the Offeror must have retained an independent,
                  nationally-recognized investment banking firm and received
                  its written opinion, dated as of the Qualifying Tender Offer
                  Date, stating that the price to be paid in the tender offer
                  is fair from a financial point of view to VISX stockholders
                  (other than the Offeror and its Affiliates) and a copy of
                  such written opinion must have been included in the tender
                  offer materials that are sent to stockholders pursuant to
                  the rules and regulations of the Securities and Exchange
                  Commission; and

         (iv)     the Offeror must (A) have obtained firm written financing
                  commitments from recognized financing sources and/or have on
                  hand cash or cash equivalents, which financing commitments
                  and/or cash or cash equivalents will be available at the
                  time of the acceptance for purchase of the shares pursuant
                  to the tender offer in an amount sufficient to cover the
                  full amount of all financing necessary to consummate the
                  tender offer and all related expenses (including amounts
                  necessary to refinance any indebtedness of the Company or
                  its subsidiaries which will become due upon consummation of
                  the Qualifying Tender Offer) and (B) set forth a copy of any
                  such financing commitments in the tender offer materials
                  that are sent to stockholders pursuant to the rules and
                  regulations of the Securities and Exchange Commission.

          (pp1) "Qualifying Tender Offer Date" shall mean any date that a
         Qualifying Tender Offer shall have been commenced pursuant to the
         applicable rules of the Securities and Exchange Commission, and
         mailed to the Company's stockholders.

         (qq1) "Resolution" shall have the meaning set forth in Section 23(c)
         hereof.

         (rr1) "Special Meeting" shall have the meaning set forth in Section
         23(c) hereof.

         2. Section 23 of the Rights Agreement is further amended to (i)
delete existing subsection (b), (ii) re-label the existing subsection (c) as
subsection (b), and (iii) add the following new subsections (c) and (d) at the
end of such Section:

         "(c) Notwithstanding any other provision of this Agreement, the
         Rights shall be redeemed, without any approval of the Board of
         Directors, in the following circumstances:

         (i)      If (A) the Board does not elect to call, prior to the 120th
                  day following the Qualifying Tender Offer Date, a Special
                  Meeting (as hereinafter defined) to be held within the
                  period set forth in this Section 23(c) or (B) at the Special
                  Meeting, the Resolution (as hereinafter defined) does not
                  receive the affirmative vote of a majority of the shares of
                  Common Stock outstanding as of the record date of the
                  Special Meeting (excluding shares of Common Stock held by
                  the Offeror and its Affiliates), then all of the Rights
                  shall be redeemed at the Redemption Price, effective
                  immediately prior to the consummation of the purchase by the
                  Offeror of shares of Common Stock tendered pursuant to a
                  Qualifying Tender Offer; provided, that (x) the Qualifying
                  Tender Offer was commenced and was mailed to stockholders at
                  least 120 days prior to the consummation of such purchase;
                  (y) as of such time, the shares of Common Stock validly
                  tendered and not withdrawn (other than shares held by the
                  Offeror and its Affiliates) represent at least a majority of
                  the outstanding shares of the Common Stock on fully diluted
                  basis (treating all outstanding options as exercised for
                  this purpose); and (z) the Offeror has committed and agreed
                  to promptly, following acceptance of the shares pursuant to
                  the tender offer, complete a merger transaction with the
                  Company in which all shares of Common Stock not tendered and
                  purchased in the Qualifying Tender Offer shall be converted
                  into the right to receive an amount in cash not less than
                  the price paid or to be paid in the Qualifying Tender Offer.

         (ii)     In the event a Qualifying Tender Offer is commenced by any
                  Offeror, within 120 days of the Qualifying Tender Offer
                  Date, the Board of Directors of the Company may elect to
                  call a special meeting of stockholders of the Company (the
                  "Special Meeting") for the purpose of voting on a resolution
                  requesting that the Board of Directors keep the Rights
                  outstanding (the "Resolution"). The Special Meeting shall be
                  held on a date selected by the Board of Directors, which
                  date shall be not more than 180 days after the Qualifying
                  Tender Offer Date. If the Company's stockholders at the
                  Special Meeting vote in favor of the Resolution pursuant to
                  the standards set forth in this Section 23(c),
                  notwithstanding any other provision of this Agreement, the
                  Rights shall not be redeemed pursuant to this Section 23(c).
                  The Board of Directors shall set a date for determining the
                  stockholders of record entitled to notice of and to vote at
                  the Special Meeting in accordance with the Company's
                  Articles of Incorporation and By-laws and with applicable
                  law.

         (iii)    Nothing contained in this subsection (c) shall be deemed to
                  be in derogation of the obligation of the Board of Directors
                  of the Company to exercise its fiduciary duties. Without
                  limiting the foregoing, nothing contained herein shall be
                  construed to suggest or imply that the Board of Directors
                  shall not be entitled to reject any Qualifying Tender Offer,
                  or other offer, or to take any other action (including,
                  without limitation, the commencement, prosecution, defense
                  or settlement of any litigation and the submission of
                  additional or alternative Qualifying Tender Offers or other
                  proposals to the Special Meeting) with respect to any
                  Qualifying Tender Offer or other offer that the Board of
                  Directors believes is necessary or appropriate in the
                  exercise of its fiduciary duty.

         (iv)     Nothing in this subsection (c) shall be construed as
                  limiting or prohibiting the Company or any Offeror from
                  proposing or engaging, at any time, in any acquisition,
                  disposition or other transfer of any securities of the
                  Company, any merger or consolidation involving the Company,
                  any sale or other transfer of assets of the Company, any
                  liquidation, dissolution or winding-up of the Company, or
                  any other business combination or other transaction, or any
                  other action by the Company or such Offeror; provided,
                  however, that the holders of Rights shall have the rights
                  set forth in this Agreement with respect to any such
                  acquisition, disposition, transfer, merger, consolidation,
                  sale, liquidation, dissolution, winding-up, business
                  combination, transaction or action.

         (d) Immediately upon the action of the Board of Directors of the
         Company ordering the redemption of the Rights pursuant to subsection
         (a) of this Section 23, or upon effectiveness of the redemption of
         the Rights pursuant to subsection (c) of this Section 23, evidence of
         which shall have been filed with the Rights Agent and without any
         further action and without any notice, the right to exercise the
         Rights will terminate and the only right thereafter of the holders of
         Rights shall be to receive the Redemption Price for each Right so
         held.

         Promptly after the action of the Board of Directors ordering the
         redemption of the Rights pursuant to subsection (a) of this Section
         23, or promptly following the redemption of the Rights pursuant to
         subsection (c) of this Section 23, the Company shall give notice of
         such redemption to the Rights Agent and the holders of the then
         outstanding Rights by mailing such notice to all such holders at each
         holder's last address as it appears upon the registry books of the
         Rights Agent or, prior to the Distribution Date, on the registry
         books of the Transfer Agent for the Common Stock. Any notice which is
         mailed in the manner herein provided shall be deemed given, whether
         or not the holder receives the notice. Each such notice of redemption
         will state the method by which the payment of the Redemption Price
         will be made."

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

         4. 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.

         5. 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

By:    /s/ Scott Meggs                   By:    /s/ John F. Runkel, Jr.
       ----------------------------             ---------------------------
       Name: Scott Meggs                        Name: John F. Runkel, Jr.
       Title: Corporate Counsel                 Title: Vice President


Attest:                                  EQUISERVE TRUST COMPANY, N.A.

By:    /s/ Debra Spearin                 By:    /s/ Michael J. Connor
       ----------------------------             ---------------------------
       Name:  Debra Spearin                     Name:  Michael J. Connor
       Title: Account Manager                   Title: Managing Director,
                                                       Client Advisor
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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): May 15, 2003
                                 --------------

                               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 May 15, 2003, the Board of Directors of the Company authorized the
amendment to the Rights Agreement, dated as of August 3, 2000, between the
Company and Equiserve Trust Company, as Successor Rights Agent to Fleet
National Bank, as amended on April 25, 2001 (the "Rights Agreement"). The
amendment provides that the rights issued pursuant to the Rights Agreement be
redeemed if a there is a "Qualifying Tender Offer", provided that (a) such
Qualifying Tender Offer must have been mailed to stockholders at least 120
days prior to the consummation of a purchase, (b) the number of shares validly
tendered and not withdrawn in the Qualifying Tender Offer (other than shares
of common stock held by the offeror and its affiliates) represent at least a
majority of the Company's outstanding shares on a fully diluted basis
(treating all outstanding options as exercised for this purpose), (c) as part
of the Qualifying Tender Offer, the offeror agrees to complete, promptly after
the acceptance of the shares purchased pursuant to the Qualifying Tender
Offer, a merger transaction with the Company in which all shares not tendered
and purchased in the Qualifying Tender Offer would be converted into the right
to receive an amount in cash not less than the price paid or to be paid in the
Qualifying Tender Offer, and (d) at a special meeting called, at the
discretion of the Board of Directors, within 120 days of the Qualifying Tender
Offer commencement date, which meeting shall be held on a date not more than
180 days after the Qualifying Tender Offer commencement date, holders of a
majority of the shares of common stock outstanding as of the record date for
the special meeting (excluding shares of common stock held by the offeror or
its affiliates) have not voted to keep the rights outstanding. A "Qualifying
Tender Offer" means a tender offer for all outstanding shares of the Company's
common stock by an offeror, commenced and mailed to the Company's
stockholders, which tender offer meets all of the following requirements: (i)
the tender offer must provide for the acquisition of any and all of the
outstanding shares of common stock held by any person (other than the offeror
and its affiliates) solely for cash at the same price and at a price that is
at a premium to the highest closing price for the twenty (20) trading days
prior to the commencement of the tender offer and the twenty (20) trading days
prior to any earlier announcement of an intention to seek to acquire the
Company, (ii) such offer must remain open for at least 120 days following
commencement, (iii) the offeror must have retained an independent,
nationally-recognized investment banking firm and received its written
opinion, dated as of the date of the Qualifying Tender Offer, stating that the
tender offer price is fair from a financial point of view to the Company's
stockholders (other than the offeror and its affiliates) and a copy of such
written opinion must have been included in the tender offer materials that are
sent to stockholders pursuant to the rules and regulations of the Securities
and Exchange Commission, and (iv) the offeror must have (A) obtained firm
written financing commitments from recognized financing sources and/or have on
hand cash or cash equivalents, which financing and/or cash or cash equivalents
will be available at the time of acceptance for purchase of the shares
pursuant to the tender offer in an amount sufficient to cover the full amount
of all financing necessary to consummate the tender offer and all related
expenses (including amounts necessary to refinance any indebtedness of the
Company or its subsidiaries which will become due upon consummation of a
Qualifying Tender Offer) and (B) set forth a copy of any such financing
commitments in the tender offer materials that are sent to stockholders
pursuant to the rules and regulations of the Securities and Exchange
Commission.

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
       incorporated by reference to Exhibit 4.2 to the Company's
       Current Report on Form 8-K, filed May 1, 2001)

4.3    Amendment No. 2 to the Rights Agreement, dated as of May 15, 2003,
       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 16, 2003

                                  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
       (incorporated by reference to Exhibit 4.2 to the Company's Current
       Report on Form 8-K, filed May 1, 2001)

4.3    Amendment No. 2 to the Rights Agreement, dated as of May 15, 2003,
       between VISX, Incorporated and Fleet National Bank, as Rights Agent
Exhibit 4.3

                      AMENDMENT NO. 2 TO RIGHTS AGREEMENT

AMENDMENT NO. 2, dated as of May 15, 2003, to the Rights Agreement, dated as
of August 3, 2000 (the "Rights Agreement"), between VISX, Incorporated, a
Delaware corporation (the "Company"), and EquiServe Trust Company, N.A.,
successor rights agent to Fleet National Bank, a National Banking Association,
as Rights Agent (the "Rights Agent"), as amended on April 25, 2001.

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

                  WHEREAS, by resolution dated November 13, 2001, the Board of
Directors of the Company approved (i) the appointment of EquiServe Trust
Company, N.A. as successor transfer agent and registrar for the Company's common
stock, replacing Fleet National Bank, a National Banking Association, and (ii)
the assignment of the Rights Agreement from Fleet National Bank, a National
Banking Association to EquiServe Trust Company, N.A.;

                  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
and adopted 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. Section 1 of the Rights Agreement is amended to add the following new
subsections:

         (nn1) "Offeror" shall mean any Person who makes a Qualifying Tender
         Offer.

         (oo1) "Qualifying Tender Offer" shall mean a tender offer for all
         outstanding shares of Common Stock by an Offeror commenced and mailed
         to the Company's stockholders, which tender offer meets all of the
         following requirements:

         (i)      The tender offer must be made for any and all of the
                  outstanding shares of Common Stock (other than shares of
                  Common Stock held by the Offeror and its Affiliates) solely
                  for cash at the same price and at a price which is at a
                  premium to the highest closing price for the twenty (20)
                  trading days prior to the commencement of the tender offer
                  and the twenty (20) trading days prior to any earlier
                  announcement of an intention to seek to acquire the Company;

         (ii)     Such tender offer must remain open for at least 120 days
                  following commencement;

         (iii)    the Offeror must have retained an independent,
                  nationally-recognized investment banking firm and received
                  its written opinion, dated as of the Qualifying Tender Offer
                  Date, stating that the price to be paid in the tender offer
                  is fair from a financial point of view to VISX stockholders
                  (other than the Offeror and its Affiliates) and a copy of
                  such written opinion must have been included in the tender
                  offer materials that are sent to stockholders pursuant to
                  the rules and regulations of the Securities and Exchange
                  Commission; and

         (iv)     the Offeror must (A) have obtained firm written financing
                  commitments from recognized financing sources and/or have on
                  hand cash or cash equivalents, which financing commitments
                  and/or cash or cash equivalents will be available at the
                  time of the acceptance for purchase of the shares pursuant
                  to the tender offer in an amount sufficient to cover the
                  full amount of all financing necessary to consummate the
                  tender offer and all related expenses (including amounts
                  necessary to refinance any indebtedness of the Company or
                  its subsidiaries which will become due upon consummation of
                  the Qualifying Tender Offer) and (B) set forth a copy of any
                  such financing commitments in the tender offer materials
                  that are sent to stockholders pursuant to the rules and
                  regulations of the Securities and Exchange Commission.

          (pp1) "Qualifying Tender Offer Date" shall mean any date that a
         Qualifying Tender Offer shall have been commenced pursuant to the
         applicable rules of the Securities and Exchange Commission, and
         mailed to the Company's stockholders.

         (qq1) "Resolution" shall have the meaning set forth in Section 23(c)
         hereof.

         (rr1) "Special Meeting" shall have the meaning set forth in Section
         23(c) hereof.

         2. Section 23 of the Rights Agreement is further amended to (i)
delete existing subsection (b), (ii) re-label the existing subsection (c) as
subsection (b), and (iii) add the following new subsections (c) and (d) at the
end of such Section:

         "(c) Notwithstanding any other provision of this Agreement, the
         Rights shall be redeemed, without any approval of the Board of
         Directors, in the following circumstances:

         (i)      If (A) the Board does not elect to call, prior to the 120th
                  day following the Qualifying Tender Offer Date, a Special
                  Meeting (as hereinafter defined) to be held within the
                  period set forth in this Section 23(c) or (B) at the Special
                  Meeting, the Resolution (as hereinafter defined) does not
                  receive the affirmative vote of a majority of the shares of
                  Common Stock outstanding as of the record date of the
                  Special Meeting (excluding shares of Common Stock held by
                  the Offeror and its Affiliates), then all of the Rights
                  shall be redeemed at the Redemption Price, effective
                  immediately prior to the consummation of the purchase by the
                  Offeror of shares of Common Stock tendered pursuant to a
                  Qualifying Tender Offer; provided, that (x) the Qualifying
                  Tender Offer was commenced and was mailed to stockholders at
                  least 120 days prior to the consummation of such purchase;
                  (y) as of such time, the shares of Common Stock validly
                  tendered and not withdrawn (other than shares held by the
                  Offeror and its Affiliates) represent at least a majority of
                  the outstanding shares of the Common Stock on fully diluted
                  basis (treating all outstanding options as exercised for
                  this purpose); and (z) the Offeror has committed and agreed
                  to promptly, following acceptance of the shares pursuant to
                  the tender offer, complete a merger transaction with the
                  Company in which all shares of Common Stock not tendered and
                  purchased in the Qualifying Tender Offer shall be converted
                  into the right to receive an amount in cash not less than
                  the price paid or to be paid in the Qualifying Tender Offer.

         (ii)     In the event a Qualifying Tender Offer is commenced by any
                  Offeror, within 120 days of the Qualifying Tender Offer
                  Date, the Board of Directors of the Company may elect to
                  call a special meeting of stockholders of the Company (the
                  "Special Meeting") for the purpose of voting on a resolution
                  requesting that the Board of Directors keep the Rights
                  outstanding (the "Resolution"). The Special Meeting shall be
                  held on a date selected by the Board of Directors, which
                  date shall be not more than 180 days after the Qualifying
                  Tender Offer Date. If the Company's stockholders at the
                  Special Meeting vote in favor of the Resolution pursuant to
                  the standards set forth in this Section 23(c),
                  notwithstanding any other provision of this Agreement, the
                  Rights shall not be redeemed pursuant to this Section 23(c).
                  The Board of Directors shall set a date for determining the
                  stockholders of record entitled to notice of and to vote at
                  the Special Meeting in accordance with the Company's
                  Articles of Incorporation and By-laws and with applicable
                  law.

         (iii)    Nothing contained in this subsection (c) shall be deemed to
                  be in derogation of the obligation of the Board of Directors
                  of the Company to exercise its fiduciary duties. Without
                  limiting the foregoing, nothing contained herein shall be
                  construed to suggest or imply that the Board of Directors
                  shall not be entitled to reject any Qualifying Tender Offer,
                  or other offer, or to take any other action (including,
                  without limitation, the commencement, prosecution, defense
                  or settlement of any litigation and the submission of
                  additional or alternative Qualifying Tender Offers or other
                  proposals to the Special Meeting) with respect to any
                  Qualifying Tender Offer or other offer that the Board of
                  Directors believes is necessary or appropriate in the
                  exercise of its fiduciary duty.

         (iv)     Nothing in this subsection (c) shall be construed as
                  limiting or prohibiting the Company or any Offeror from
                  proposing or engaging, at any time, in any acquisition,
                  disposition or other transfer of any securities of the
                  Company, any merger or consolidation involving the Company,
                  any sale or other transfer of assets of the Company, any
                  liquidation, dissolution or winding-up of the Company, or
                  any other business combination or other transaction, or any
                  other action by the Company or such Offeror; provided,
                  however, that the holders of Rights shall have the rights
                  set forth in this Agreement with respect to any such
                  acquisition, disposition, transfer, merger, consolidation,
                  sale, liquidation, dissolution, winding-up, business
                  combination, transaction or action.

         (d) Immediately upon the action of the Board of Directors of the
         Company ordering the redemption of the Rights pursuant to subsection
         (a) of this Section 23, or upon effectiveness of the redemption of
         the Rights pursuant to subsection (c) of this Section 23, evidence of
         which shall have been filed with the Rights Agent and without any
         further action and without any notice, the right to exercise the
         Rights will terminate and the only right thereafter of the holders of
         Rights shall be to receive the Redemption Price for each Right so
         held.

         Promptly after the action of the Board of Directors ordering the
         redemption of the Rights pursuant to subsection (a) of this Section
         23, or promptly following the redemption of the Rights pursuant to
         subsection (c) of this Section 23, the Company shall give notice of
         such redemption to the Rights Agent and the holders of the then
         outstanding Rights by mailing such notice to all such holders at each
         holder's last address as it appears upon the registry books of the
         Rights Agent or, prior to the Distribution Date, on the registry
         books of the Transfer Agent for the Common Stock. Any notice which is
         mailed in the manner herein provided shall be deemed given, whether
         or not the holder receives the notice. Each such notice of redemption
         will state the method by which the payment of the Redemption Price
         will be made."

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

         4. 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.

         5. 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

By:    /s/ Scott Meggs                   By:    /s/ John F. Runkel, Jr.
       ----------------------------             ---------------------------
       Name: Scott Meggs                        Name: John F. Runkel, Jr.
       Title: Corporate Counsel                 Title: Vice President

Attest:                                  EQUISERVE TRUST COMPANY, N.A.

By:    /s/ Debra Spearin                 By:    /s/ Michael J. Connor
       ----------------------------             ---------------------------
       Name:  Debra Spearin                     Name:  Michael J. Connor
       Title: Account Manager                   Title: Managing Director,
                                                       Client Advisor