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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1. Name and Address of Reporting Person * BERTOCCI DEREK A   2. Issuer Name and Ticker or Trading Symbol VISX INC [EYE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President & CFO (Last) (First) (Middle) 3400 CENTRAL EXPRESSWAY 3. Date of Earliest Transaction (Month/Day/Year) 11/09/2004 (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 11/09/2004   M   3,319 A $ 5.3438 31,818 D   Common Stock 11/09/2004   M   1,564 A $ 5.6563 33,382 D   Common Stock 11/09/2004   M   117 A $ 8.03 33,499 D   Common Stock 11/09/2004   S(1)   5,000 D $ 18 28,499 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 5.3438

11/09/2004

M

3,319

(2)

02/06/2007

Common Stock

3,319

$ 0

0

D

Stock Option (Right to Buy)

$ 5.6563

11/09/2004

M

1,564

(3)

02/11/2008

Common Stock

1,564

$ 0

0

D

Stock Option (Right to Buy)

$ 8.03

11/09/2004

M

117

(4)

03/03/2013

Common Stock

117

$ 0

11,601

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BERTOCCI DEREK A 3400 CENTRAL EXPRESSWAY SANTA CLARA, CA 95051			Senior Vice President & CFO

Signatures

Derek A. Bertocci		11/11/2004
**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)	The sale reported in this Form 4 was effected pusuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 16, 2004.
(2)	Stock option granted under the VISX, Incorporated 1995 Stock Plan, which is a Rule 16b-3 plan. The Reporting Person exercised 3,319 shares of the 20,000 shares which were granted on February 6, 1997. This option is exercisable upon vesting, and 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48th of the shares subject to the option vest at the end of each full month thereafter for 36 months.
(3)	Stock option granted under the VISX, Incorporated 1995 Stock Plan, which is a Rule 16b-3 plan. The Reporting Person exercised 1,564 shares of the 26,696 shares which were granted on February 11, 1998. This option is exercisable upon vesting, and 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48th of the shares subject to the option vest at the end of each full month thereafter for 36 months.
(4)	Stock option granted under the VISX, Incorporated 2000 Stock Plan, as amended, which is a Rule 16b-3 plan. The Reporting Person exercised 117 shares of the 25,780 shares which were granted on March 3, 2003. This option is exercisable upon vesting, and 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48th of the shares subject to the option vest at the end of each full month thereafter for 36 months.

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