Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PETERSMEYER GARY S
   2. Issuer Name and Ticker or Trading Symbol
VISX INC [EYE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3400 CENTRAL EXPRESSWAY		 3. Date of Earliest Transaction (Month/Day/Year)
05/27/2005
(Street)

SANTA CLARA, CA 95051		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/27/2005   D   7,357 D (1) 0 I See Footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 13.23 05/27/2005   D     19,043   (3) 12/12/2011 Common Stock 19,043 (3) 0 I See Footnote (2)
Stock Option (Right to Buy) $ 17.06 05/27/2005   D     10,000   (4) 05/23/2013 Common Stock 10,000 (4) 0 I See Footnote (2)
Phantom Stock (Right to Aquire) (5) 05/27/2005   D     880   (6)   (6) Common Stock 880 (6) 0 I See Footnote (2)
Stock Option (Right to Buy) $ 22.84 05/27/2005   D     10,000   (7) 05/13/2014 Common Stock 10,000 (7) 0 I See Footnote (2)
Phantom Stock (Right to Aquire) (5) 05/27/2005   D     657   (8)   (8) Common Stock 657 (8) 0 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PETERSMEYER GARY S
3400 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051		   X      

Signatures

 Gary S. Petersmeyer   06/01/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to merger agreement between issuer and Advanced Medical Optics, Inc. in exchange for 4,061 shares of Advanced Medical Optics, Inc. common stock on the effective date of the merger.
(2) The shares are held by The Gary and Catherine Petersmeyer Trust dated November 9, 1999 of which the Reporting Person serves as Trustee.
(3) This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of December 12, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 12,230 shares of Advanced Medical Optics, Inc. common stock for $20.61 per share.
(4) This option, which was fully vested as of the grant date of May 23, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,422 shares of Advanced Medical Optics, Inc. common stock for $26.57 per share.
(5) The phantom stock was credited to the Reporting Person's account under the 1995 Director Option and Stock Deferral Plan and upon exercise will be settled in common stock on a 1-for-1 basis.
(6) This right, which becomes payable in common stock following the Reporting Person's termination of service as a director, in accordance with the deferral election made by the Reporting Person pursuant to the 1995 Director Option and Stock Deferral Plan, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with 565 shares of Advanced Medical Optics, Inc. common stock for $26.58 per share.
(7) This option, which was fully vested as of the grant date of May 13, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,422 shares of Advanced Medical Optics, Inc. common stock for $35.57 per share.
(8) This right, which becomes payable in common stock following the Reporting Person's termination of service as a director, in accordance with the deferral election made by the Reporting Person pursuant to the 1995 Director Option and Stock Deferral Plan, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with 421 shares of Advanced Medical Optics, Inc. common stock for $35.65 per share.

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