UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No.10)*

                               VISX, Incorporated
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                    92844S105
                                 (CUSIP Number)

                               Marc Weitzen, Esq.
                                General Counsel,
                  Icahn Associates Corp. & affiliated companies
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4388

           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                December 2, 2002
             (Date of Event which Requires Filing of this Statement)

If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this schedule  because of Section  240.13d-1(e),  240.13d-1(f) or  240.13d-1(g),
check the following box / /.

NOTE:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  See Rule 13d-7 for other
parties to whom copies are to be sent.

*The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).



                                  SCHEDULE 13D


CUSIP No. 92844S105

1        NAME OF REPORTING PERSON
                  High River Limited Partnership

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /
                                                                         (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                                                 //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                   3,245,505

         8        SHARED VOTING POWER
                           0

         9        SOLE DISPOSITIVE POWER
                   3,245,505

         10       SHARED DISPOSITIVE POWER
                           0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   3,245,505

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                  //
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           6.29%
14       TYPE OF REPORTING PERSON*
                  PN





                                                   SCHEDULE 13D
CUSIP No. 92844S105

1        NAME OF REPORTING PERSON
                  Barberry Corp.

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /
                                                                         (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                                                  //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                   2,774,500

         8        SHARED VOTING POWER
                   3,245,505

         9        SOLE DISPOSITIVE POWER
                   2,774,500

         10       SHARED DISPOSITIVE POWER
                   3,245,505

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   6,020,005

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                  //
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           11.67%
14       TYPE OF REPORTING PERSON*
                  CO




                                  SCHEDULE 13D
CUSIP No. 92844S105

1        NAME OF REPORTING PERSON
                  Carl C. Icahn

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /
                                                                         (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                 //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                           0

         8        SHARED VOTING POWER
                   6,020,005

         9        SOLE DISPOSITIVE POWER
                           0

         10       SHARED DISPOSITIVE POWER
                   6,020,005

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                   6,020,005

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                  //
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           11.67%
14       TYPE OF REPORTING PERSON*
                  IN



                                  SCHEDULE 13D
CUSIP No. 92844S105

1        NAME OF REPORTING PERSON
                  Gail Golden

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) / /
                                                                         (b) / /
3        SEC USE ONLY

4        SOURCE OF FUNDS*
                  PF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) or 2(e)                 //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
                  United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

         7        SOLE VOTING POWER
                       1,800

         8        SHARED VOTING POWER
                           0

         9        SOLE DISPOSITIVE POWER
                       1,800

         10       SHARED DISPOSITIVE POWER
                           0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                       1,800

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                  //
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                           0.00349%
14       TYPE OF REPORTING PERSON*
         IN







                                  SCHEDULE 13D

Item 1.  Security and Issuer

     The Schedule 13D filed with the U.S.  Securities and Exchange Commission on
October 20, 2000,  relating to the common shares, $.01 par value (the "Shares"),
of VISX,  Incorporated,  a Delaware  corporation  (the  "Issuer"  or "VISX") and
amended on November 6, 2000,  December 5, 2000,  December  15,  2000,  April 18,
2001, April 20, 2001,  April 23, 2001, May 1, 2001,  November 20, 2001 and March
13, 2002 by the Registrants,  is amended to furnish  additional  information set
forth herein. All capitalized terms not otherwise defined shall have the meaning
ascribed to such terms in the previously filed statement on Schedule 13D.

Item 4.  Purpose of Transaction

     Item 4 is hereby amended to add the following:

     On December 2, 2002,  Barberry Corp.  notified  Issuer,  in accordance with
Issuer's  By-laws,  of its  intention to propose the  nomination of a person for
election  as a director  at the  forthcoming  2003  annual  meeting of  Issuer's
stockholders.  A copy of the notification letter ("the Notification  Letter") is
attached  hereto as Exhibit 1. The  Notification  Letter  provides  Issuer  with
certain information required by Issuer's By-laws concerning Barberry and certain
of its affiliates and concerning the nominee.

     In furtherance  thereof, High River has entered into an agreement with the
intended nominee (the "Nominee Agreement") named in the Notification Letter. The
form of the Nominee Agreement is attached hereto as Exhibit 2.

Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect to
         Securities of the Issuer

     Except as described  herein,  none of the  Registrants  has any  contracts,
arrangements,  understandings  or  relationships  (legal or otherwise)  with any
person with respect to any  securities of the Issuer,  including but not limited
to the  transfer  or  voting  of any of the  securities,  finder's  fees,  joint
ventures,  loan or option  arrangements,  puts or calls,  guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.

Item 7.  Material to be Filed as Exhibits

1.  Notification Letter from Barberry Corp. to Issuer dated November 27, 2002.
2.  Form of Nominee Agreement.





                                    SIGNATURE

     After reasonable  inquiry and to the best of the undersigned  knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated:   December 2, 2002


BARBERRY CORP.


By:      /s/ Carl C. Icahn
         Name:  Carl C. Icahn
         Title: President


HIGH RIVER LIMITED PARTNERSHIP

         By:      BARBERRY CORP.,
         General Partner


         By:      /s/ Carl C. Icahn
                  Name:  Carl C. Icahn
                  Title: President



/s/ Gail Golden
GAIL GOLDEN



/s/ Carl C. Icahn
CARL C. ICAHN


   [Signature Page of Amendment No. 10 of Schedule 13D with respect to VISX,
                                 Incorporated]





EXHIBIT 1


                                 Barberry Corp.
                               1 Wall Street Court
                               New York, NY 10005





                                                              November 27, 2002



Via Federal Express
VISX, Incorporated
3400 Central Expressway
Santa Clara, CA 95051-0703
Attention: Office of the Secretary


                  Re:      Stockholder Notice to Submit Business


Ladies and Gentlemen:

     Barberry Corp.  ("Barberry")  is hereby  submitting this notice on the date
hereof in order to comply with the requirements (the "Bylaw  Requirements")  set
forth in  Article  II,  Section  5 of the  By-Laws  of VISX,  Incorporated  (the
"Corporation").  Barberry's  address is 1 Wall Street Court,  New York, New York
10005.  Barberry  is the record  owner  directly of 1,000  shares  (the  "Direct
Shares") of common stock, par value $.01 per share, of the Corporation  ("Common
Stock"),  which constitutes less than one percent (1%) of the outstanding Common
Stock. Barberry and its affiliates own beneficially  approximately 11.67% of the
outstanding Common Stock. For further information on the beneficial ownership of
the  Corporation's  securities  by  Barberry  and the  affiliates  of  Barberry,
including,  without  limitation,  High River Limited Partnership ("High River"),
and Carl C. Icahn and Gail Golden,  reference  should be made to Annex A to this
notice.

     Barberry  hereby  represents  that it intends to appear at the 2003  annual
meeting of the Corporation's stockholders (the "Annual Meeting") in person or by
proxy to submit the business specified in this notice.

     Barberry is seeking at the Annual  Meeting to elect Mr. Keith  Meister as a
member  of the  Board of  Directors  of the  Corporation  and,  in that  regard,
proposes to nominate Mr.  Meister as its nominee (the  "Nominee" or the "Slate")
for election as a director of the  Corporation  at the Annual  Meeting.  In that
regard,  Barberry  intends to propose  the  following  resolution  at the Annual
Meeting  (and/or any other form of  resolution  required by the  Corporation  to
nominate these Nominees):




          "It is hereby being  resolved,  that Mr.  Keith  Meister is nominated
           to be elected as a member of the Board of Directors of the
           Corporation."


     As required by the Bylaw  Requirements,  Barberry  hereby  advises you that
certain  information  relating  to the  Nominee  is set forth in Annex C of this
notice.  Except as set forth herein or in any of the Annexes (or any attachments
thereto),  to the best  knowledge  of Barberry  (i) the Nominee does not own any
securities of the  Corporation  or any parent or subsidiary of the  Corporation,
directly or indirectly,  beneficially or of record, or has purchased or sold any
securities  of the  Corporation  within  the  past  two  years,  and none of his
associates  beneficially  owns,  directly or  indirectly,  any securities of the
Corporation,  (ii)  neither the  Nominee,  his  associates  or any member of his
immediate  family,  nor  Barberry  or its  associates  has  any  arrangement  or
understanding  with any person (a) with respect to any future  employment by the
Corporation  or its  affiliates  or (b) with respect to future  transactions  to
which the Corporation or any of its affiliates  will or may be a party,  nor any
material interest, direct or indirect, in any transaction,  or series of similar
transactions,  that has occurred since January 1, 2001 or any currently proposed
transaction, or series of similar transactions,  to which the Corporation or any
of its  subsidiaries  was or is to be a party and in which the  amount  involved
exceeds $60,000, (iii) except for the nominee agreement, dated November 25, 2002
in the form  substantially  similar to the Nominee Agreement (as defined below),
the  Nominee is not, or was not within the past year,  a party to any  contract,
arrangement or  understanding  with any person with respect to any securities of
the Corporation,  including,  but not limited to, joint ventures, loan or option
arrangements,  puts or calls,  guarantees  against loss or guarantees of profit,
division  of losses or profits or the giving or  withholding  of  proxies,  (iv)
except  for  the  nominee  agreement,  dated  November  25,  2002  in  the  form
substantially  similar to the Nominee Agreement (as defined below),  the Nominee
or any of his associates has any  arrangement or  understanding  with any person
pursuant to which he was or is to be selected as a director,  nominee or officer
of the  Corporation  and (v) there is no other  information  with respect to any
Nominee  that is  required  to be  disclosed  in  solicitations  of proxies  for
election of directors or is otherwise  required by the rules and  regulations of
the SEC  promulgated  under the  Securities  Exchange  Act of 1934,  as amended.
Matters  disclosed  in any part of this  notice,  including  the Annexes and any
attachments thereto, should be deemed disclosed for all purposes of this notice.
The written  consent of the  Nominees as required by the Bylaw  Requirements  is
attached as Annex D.

     The   following  is  a  general   description   of  all   arrangements   or
understandings  between  certain  affiliates  of  Barberry,  including,  without
limitation,  High River and the Nominee and any other person,  pursuant to which
the  nomination or  nominations  set forth above are being made,  which,  to the
extent the same is memorialized  in an agreement and annexed to this notice,  is
qualified  in its  entirety  by  reference  to the more  complete  and  detailed
information contained in such agreements:

     Agreement with Nominee

     High River has entered into a letter  agreement  (the "Nominee  Agreement")
with the Nominee. A copy of the form of the Nominee Agreement is attached hereto
as Annex B, and provides, among other things, as follows:




          * The  Nominee  acknowledges  that he has agreed to become a member of
          the Slate to stand for  election  as director  of the  Corporation  in
          connection  with a proxy contest with management of the Corporation in
          respect of the election of directors of the  Corporation 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 the nominee on the Slate, absent gross negligence or
          willful misconduct.

     Barberry will promptly provide any other information  reasonably  requested
by the  Corporation  pursuant  to the Bylaw  Requirements.  Please  be  advised,
however,  that,  notwithstanding  the  compliance  by  Barberry  with the  Bylaw
Requirements,  neither the delivery of this notice in accordance  with the terms
of the Bylaws  Requirements nor the delivery of any additional  information,  if
any,  provided by Barberry or any of its affiliates to the Corporation  from and
after the date hereof shall be deemed to  constitute an admission by Barberry or
any  of  its  affiliates  of  the  legality  or   enforceability  of  the  Bylaw
Requirements  or a waiver  by any such  person or entity of its right to, in any
way,  contest or challenge the  enforceability  thereof.  Barberry  reserves the
right to nominate  additional  nominees,  in the event the  Corporation,  by the
appropriate corporate action,  increased or increases the number of directors of
its Board of Directors to be greater than seven (7).


                                                     Very truly yours,


                                                     /s/ Edward E. Mattner
                                                     Edward E. Mattner
                                                     Authorized Signatory


              [signature page to VISX stockholder proposal notice]



                                                                         ANNEX A



     High  River is the  direct  beneficial  owner of  3,245,505  shares  of the
Corporation's  common stock ("Shares").  Barberry is the direct beneficial owner
of 2,774,500 shares of the Corporation's  common stock and, in addition,  as the
sole  general  partner of High River,  Barberry may be deemed to be the indirect
beneficial owner of 3,245,505  shares of the  Corporation's  common stock.  Gail
Golden, a spouse of Mr. Icahn, is the direct beneficial owner of 1,800 shares of
the Corporations common stock.

     Barberry is wholly owned by Carl C. Icahn. As such, Mr. Icahn may be deemed
to be the indirect  beneficial  owner of 6,020,005  shares of the  Corporation's
common stock.

     Mr. Icahn and several of his affiliates have entered into a confidentiality
agreement dated July 17, 2001 with VISX.




                                                                         ANNEX B

                         High River Limited Partnership



                                                              November 25, 2002



Dear Mr. Meister:



     This will confirm our understanding as follows:

     1. You have agreed to become a member of a slate of nominees  (the "Slate")
to stand for election as directors of VISX,  Incorporated ("VISX") in connection
with a proxy  contest  with  management  of VISX in respect of the  election  of
directors of VISX at the 2003 Annual Meeting of  Stockholders of VISX (the "2003
Annual  Meeting"),  expected  to be held in May 2003,  or a special  meeting  of
stockholders of VISX called for a similar purpose (the "Proxy Contest").

     2. The undersigned agrees to pay the costs of the Proxy Contest.

     3.  You  understand  that,  pursuant  to the  By-Laws  of  VISX,  it may be
difficult,  if not impossible,  to replace nominees who, such as yourself,  have
agreed to serve on the Slate and later change their minds and  determine  not to
seek  election.  Accordingly,  the Slate is relying upon your  agreement to seek
nomination.  In that connection,  you are being supplied with  questionnaires in
which you will  provide  the  undersigned  with  information  necessary  for the
undersigned to make appropriate  disclosure both to VISX and for use in creating
the proxy material to be sent to  stockholders  of VISX and to be filed with the
Securities  and  Exchange  Commission.   You  have  agreed  that  (i)  you  will
immediately complete and sign the questionnaire and return it to the undersigned
and (ii) your  responses  to the  questions  contained  therein will be true and
correct in all respects.  In addition,  you have agreed that,  concurrently with
your  execution  of this letter,  you will execute a letter or other  instrument
directed  to VISX  informing  VISX that you  consent  to being a nominee  of the
undersigned  for the election as a director of VISX and, if elected,  consent to
serving as a director of VISX.

     4. The undersigned hereby agrees that, so long as you actually serve on the
Slate,  the  undersigned  will defend,  indemnify and hold you harmless from and
against any and all  losses,  claims,  damages,  penalties,  judgments,  awards,
liabilities,  costs, expenses and disbursements (including,  without limitation,
reasonable attorneys' fees, costs,  expenses and disbursements)  incurred by you
in the event that you become a party,  or are threatened to be made a party,  to
any civil,  criminal,  administrative or arbitrative action, suit or proceeding,
and any appeal thereof relating solely to your role as a nominee for director of
VISX on the Slate. Your right of indemnification  hereunder shall continue after
the  election  has taken  place but only for events  which  occurred  during the
period from the date hereof until the date of the 2003 Annual Meeting or special
meeting of  stockholders  regarding  the election of the Slate in the event that
you are a  candidate  for  election  at such  special  meeting.  Anything to the
contrary herein




notwithstanding, the undersigned is not indemnifying you for any
action  taken by you or on your behalf  which occurs prior to the date hereof or
subsequent to the 2003 Annual  Meeting or such earlier time as you are no longer
a nominee of the Slate for  election  to VISX's  Board of  Directors  or for any
actions taken by you as a director of VISX, if you are elected.  Nothing  herein
shall be construed to provide you an  indemnity:  (i) in the event you are found
to have  engaged in a  violation  of any  provision  of state or federal  law in
connection  with the Proxy Contest unless you  demonstrate  that your action was
taken in good  faith and in a manner  you  reasonably  believed  to be in or not
opposed to the best  interests of electing the Slate;  or (ii) if you acted in a
manner which  constitutes gross negligence or willful  misconduct.  In the event
that you shall make any claim for indemnification  hereunder, you shall promptly
notify the  undersigned  in the event of any  third-party  claims  actually made
against you or known by you to be threatened.  In addition,  with respect to any
such claim,  the  undersigned  shall be entitled to control  your  defense  with
counsel chosen by the undersigned.  The undersigned shall not be responsible for
any  settlement of any claim against you covered by this  indemnity  without its
prior  written  consent.  However,  the  undersigned  may  not  enter  into  any
settlement  of any such  claim  without  your  consent  unless  such  settlement
includes a release of you from any and all liability in respect of such claim.

     5.  Each of us  recognizes  that  should  you be  elected  to the  Board of
Directors of VISX all of your  activities  and  decisions as a director  will be
governed  by  applicable   law  and  subject  to  your  fiduciary  duty  to  the
stockholders  of VISX and, as a result,  that there is, and can be, no agreement
between you and the undersigned  which governs the decisions which you will make
as a director of VISX, including,  without limitation,  the matters described in
paragraph 3 above.

     Should the foregoing agree with your  understanding,  please so indicate in
the space provided below,  whereupon this letter will become a binding agreement
between us.

                                            Very truly yours,

                                            High River Limited Partnership
                                            By: Barberry Corp., General Partner


                                            By: _______________________________
                                            Name: Edward E. Mattner
                                            Its: Authorized Signatory


Agreed to and Accepted as
of the date first above written:

________________________
Name: Keith Meister




                                                                         ANNEX C

     KEITH MEISTER


Name:                     Keith Meister (the "Nominee")

Age:                      29

Business Address:         767 Fifth Avenue
                          New York, NY 10153
                          285 Lafayette Street
Residence Address:        New York, NY 10003


     Set forth below is a brief description of the Nominee's business experience
during the past five years,  including the Nominee's  principal  occupations and
employment  during the past five years;  the name and principal  business of any
corporation or other  organization in which such occupations and employment were
carried on and the Nominee's current principal occupation or employment:

     Keith Meister,  29, 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 $100 million 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.

     The entities  listed above are not a parent,  subsidiary or other affiliate
of VISX,  Incorporated  ("VISX").  The Nominee  does not hold any  positions  or
offices with VISX.

     The Nominee is not  currently is a director of any company that has a class
of securities  registered  pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act") or that is subject to the requirements
of Section  15(d) of the Exchange  Act or that is  registered  as an  investment
company  under  the  Investment  Company  Act of 1940.  However,  Mr.  Meister's
nomination for the board of directors of XO Communications,  Inc. is pending; it
is  anticipated  that Mr. Meister will become a director of the company upon the
emergence of the company from its bankruptcy reorganization







                                                                         ANNEX D




                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a director of VISX,  Incorporated  (the  "Company"),  in the proxy statement and
other materials  concerning the undersigned's  nomination in connection with the
solicitation of proxies from stockholders of the Company to be voted at the 2003
annual meeting of stockholders of the Company and any adjournment  thereof,  and
further consents to serve as a director of the Company, if elected.



                                             /s/ Keith Meister
                                             Keith Meister




                                                                     EXHIBIT 2




                         High River Limited Partnership



                                                              November 25, 2002



Dear Mr. Meister:



         This will confirm our understanding as follows:

     1. You have agreed to become a member of a slate of nominees  (the "Slate")
to stand for election as directors of VISX,  Incorporated ("VISX") in connection
with a proxy  contest  with  management  of VISX in respect of the  election  of
directors of VISX at the 2003 Annual Meeting of  Stockholders of VISX (the "2003
Annual  Meeting"),  expected  to be held in May 2003,  or a special  meeting  of
stockholders of VISX called for a similar purpose (the "Proxy Contest").

     2. The undersigned agrees to pay the costs of the Proxy Contest.

     3.  You  understand  that,  pursuant  to the  By-Laws  of  VISX,  it may be
difficult,  if not impossible,  to replace nominees who, such as yourself,  have
agreed to serve on the Slate and later change their minds and  determine  not to
seek  election.  Accordingly,  the Slate is relying upon your  agreement to seek
nomination.  In that connection,  you are being supplied with  questionnaires in
which you will  provide  the  undersigned  with  information  necessary  for the
undersigned to make appropriate  disclosure both to VISX and for use in creating
the proxy material to be sent to  stockholders  of VISX and to be filed with the
Securities  and  Exchange  Commission.   You  have  agreed  that  (i)  you  will
immediately complete and sign the questionnaire and return it to the undersigned
and (ii) your  responses  to the  questions  contained  therein will be true and
correct in all respects.  In addition,  you have agreed that,  concurrently with
your  execution  of this letter,  you will execute a letter or other  instrument
directed  to VISX  informing  VISX that you  consent  to being a nominee  of the
undersigned  for the election as a director of VISX and, if elected,  consent to
serving as a director of VISX.





     4. The undersigned hereby agrees that, so long as you actually serve on the
Slate,  the  undersigned  will defend,  indemnify and hold you harmless from and
against any and all  losses,  claims,  damages,  penalties,  judgments,  awards,
liabilities,  costs, expenses and disbursements (including,  without limitation,
reasonable attorneys' fees, costs,  expenses and disbursements)  incurred by you
in the event that you become a party,  or are threatened to be made a party,  to
any civil,  criminal,  administrative or arbitrative action, suit or proceeding,
and any appeal thereof relating solely to your role as a nominee for director of
VISX on the Slate. Your right of indemnification  hereunder shall continue after
the  election  has taken  place but only for events  which  occurred  during the
period from the date hereof until the date of the 2003 Annual Meeting or special
meeting of  stockholders  regarding  the election of the Slate in the event that
you are a  candidate  for  election  at such  special  meeting.  Anything to the
contrary herein notwithstanding, the undersigned is not indemnifying you for any
action  taken by you or on your behalf  which occurs prior to the date hereof or
subsequent to the 2003 Annual  Meeting or such earlier time as you are no longer
a nominee of the Slate for  election  to VISX's  Board of  Directors  or for any
actions taken by you as a director of VISX, if you are elected.  Nothing  herein
shall be construed to provide you an  indemnity:  (i) in the event you are found
to have  engaged in a  violation  of any  provision  of state or federal  law in
connection  with the Proxy Contest unless you  demonstrate  that your action was
taken in good  faith and in a manner  you  reasonably  believed  to be in or not
opposed to the best  interests of electing the Slate;  or (ii) if you acted in a
manner which  constitutes gross negligence or willful  misconduct.  In the event
that you shall make any claim for indemnification  hereunder, you shall promptly
notify the  undersigned  in the event of any  third-party  claims  actually made
against you or known by you to be threatened.  In addition,  with respect to any
such claim,  the  undersigned  shall be entitled to control  your  defense  with
counsel chosen by the undersigned.  The undersigned shall not be responsible for
any  settlement of any claim against you covered by this  indemnity  without its
prior  written  consent.  However,  the  undersigned  may  not  enter  into  any
settlement  of any such  claim  without  your  consent  unless  such  settlement
includes a release of you from any and all liability in respect of such claim.

     5.  Each of us  recognizes  that  should  you be  elected  to the  Board of
Directors of VISX all of your  activities  and  decisions as a director  will be
governed  by  applicable   law  and  subject  to  your  fiduciary  duty  to  the
stockholders  of VISX and, as a result,  that there is, and can be, no agreement
between you and the undersigned  which governs the decisions which you will make
as a director of VISX, including,  without limitation,  the matters described in
paragraph 3 above.

     Should the foregoing agree with your  understanding,  please so indicate in
the space provided below,  whereupon this letter will become a binding agreement
between us.

                                             [Signature Page Follows]





                                            Very truly yours,

                                            High River Limited Partnership
                                            By: Barberry Corp., General Partner


                                            By:_______________________________
                                            Name: Edward E. Mattner
                                            Its: Authorized Signatory


Agreed to and Accepted as
of the date first above written:


________________________
Name:    Keith Meister



                   [Signature Page to VISX Nominee Agreement]