SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

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Check the appropriate box:

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¨	Definitive Proxy Statement
¨	Definitive Additional Materials
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Intralase Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Advanced Medical Optics to Acquire

IntraLase

January 8, 2007

Filed by IntraLase

Corp.

Pursuant to Rule 14a-12 under the Securities Exchange  Act of 1934

Subject Company: IntraLase

Corp.

Commission File No. 000-50939

Forward-Looking Statements

2

Our statements in this presentation on slides 4, 7, 9, 10, 19, 26-28, 30-34, 36, 37, and 39 and elsewhere that refer to AMO's

financial

projections or estimated future results, are forward looking statements that reflect the Company's current analysis of existing trends

and  information.  AMO disclaims any intent or obligation to update these forward looking statements.  Actual results may differ

from

current expectations based on a number of factors affecting the businesses of AMO and IntraLase

and affecting the proposed

transaction, including risks associated with the following:

•

Uncertainty as to whether the transaction will be completed;

•

Successfully integrating AMO and IntraLase;

•

The failure to realize the synergies and other perceived advantages resulting from the transaction;

•

Costs and potential litigation associated with the transaction;

•

The failure to obtain the approval of IntraLase's

stockholders;

•

The inability to obtain, or meet conditions imposed for, applicable regulatory requirements for the transaction;

•

The failure of either party to meet the closing conditions set forth in the definitive agreement;

•

The ability to retain key personnel before and after the transaction;

•

Each company's ability to successfully execute its business strategies;

•

The extent and timing of regulatory approvals, and the extent and timing of market acceptance of new products or product

indications;

•

Manufacturing or quality issues;

•

Litigation;

•

The procurement, maintenance, enforcement and defense of patents

and proprietary rights;

•

Competitive conditions in the industry;

•

Business cycles affecting the markets in which any products may be sold;

•

Fluctuations in foreign exchange rates and interest rates; and

•

Changes in economic conditions and in consumer spending indices.

Additional information concerning these and other risk factors can be found in the SEC filings of AMO and IntraLase, particularly in

the sections entitled "Risk Factors" in the companies' 2005 Form

10-K filings.

Advanced Medical Optics, AMO, Complete Moistureplus, CustomVue, Healon, ReZoom, Star S4, Star S4 IR, Tecnis, Verisyse, VISX,

Wavescan

Wavefront, and Whitestar

are trademarks of Advanced Medical Optics, Inc.  Amadeus is a trademark of SIS.  IntraLase,

IntraLase

Method and IntraLase

FS are trademarks of IntraLase

Corp.

AMO’S REFRACTIVE LEADERSHIP STRATEGY

Jim Mazzo

Chairman, President & CEO

3

AMO to Acquire IntraLase

Transaction represents ideal strategic fit, advancing AMO’s growth plan

to lead in ophthalmology’s premium segments

•

Uniquely positions AMO as the “Complete Refractive Solution”

Further establishes AMO as the

global refractive leader and definitive source for

refractive innovation and expertise

•

Benefits practitioners and patients globally by linking industry’s

most advanced LVC technologies to define a new standard of care

Ability to optimize our installed base and offer surgeons a comprehensive system for

providing custom all-laser LASIK that delivers superior outcomes and breaks down

consumer fear barriers

•

Combines R&D expertise in excimer laser, femtosecond laser and

diagnostics

Facilitates expansion into other therapeutic applications to drive future growth

•

Uses global infrastructure and core competencies to enhance

operating leverage

Realizes synergistic benefits of combining companies’

growth strategies, based on

global adoption of per-procedure model

4

10

20

80

70

60

50

40

30

EYE CARE

Contact Lens Care Solutions

Dry Eye Products

LASER VISION CORRECTION

Excimer Lasers

Wavefront Diagnostics

Femtosecond

Lasers

Microkeratomes

CATARACT / IMPLANT

Phakic IOLs

Multifocal IOLs      

Monofocal

IOLs

Phaco Systems

Viscoelastics

Glaucoma Implants

Vitreoretinal Systems

GLOBAL MANUFACTURING, SERVICE & EXPERTISE

AMO Vision Care Life Cycle

Transaction fortifies fundamental strategy to serve the full range of refractive

vision needs

Patient Age

5

The Complete Refractive Solution

Comprehensive combination of superior technologies and service

unmatched in the industry

6

Femtosecond

Lasers

WaveFront

Technologies

Micro-

keratomes

CLC & Dry

Eye

Products

OVDs

&

Phaco

Aspheric

IOLs

Multifocal

IOLs

Phakic

IOLs

Excimer

Lasers

Global LVC Market

2006-2011 CAGR of 7% driven by continuing conversion to customized,

all laser LASIK procedure

1%

67%

Source:  Market Scope Comprehensive Report on Global Refractive Surgery Market, November, 2006

17%

7

10%

2006:  $643MM

2011:  $893MM

Excimer

Lasers

& Procedures

Wavefront

Diagnostics

Femtosecond

Lasers

Conventional

Microkeratomes

Epi-LASIK

5%

<1%

60%

27%

8%

5%

U.S. Procedures by Segment

The percent of procedures performed in corporate-owned laser centers is

growing

0

500

1000

1500

2000

Institution-Owned

Corporate-Owned

Surgeon Owned

Surgeon-Owned

57%

Corporate-Owned 

38%

5%

Institution-Owned

Source:  Market Scope Comprehensive Report on the Refractive Market, November 2006

8

U.S. Procedure Share by Segment

Procedure Per U.S. Laser Center

Strategic Combination

Opportunity to capitalize on complementary technologies and models

•

Global femtosecond

laser leader

•

Innovative technology with clear clinical benefits  

•

Rapidly growing installed base providing high-margin

procedural revenue stream

•

Demonstrated growth potential of per-procedure model in

international markets

•

Expansion opportunities through new therapeutic

applications  

•

Global laser vision correction leader

•

Superior technologies; unsurpassed service and support

•

Efficient global infrastructure and distribution network

•

Targeted international expansion designed to duplicate

per-procedure model 

•

R&D resources focused on new refractive innovations,

including corneal and lens-based treatment options for

presbyopia

9

Defining a New Standard of LVC Care

Provides leadership in advancing the practice of medicine with total

systems approach; opportunity to grow market

•

Superior clinical outcomes

•

Enhanced safety profile

•

Less patient fear and improved

satisfaction

•

Increased surgeon profitability

•

Improved practice efficiency

Benefits of Custom All-Laser LASIK

10

Data sources on file

Wavefront-Guided LVC in the U.S.

Survey indicates that superior clinical outcomes continue to drive

adoption of custom procedures

0%

10%

20%

30%

40%

50%

Wavefront-guided is the best

procedure for all patients

Patients with higher levels of

spherical error

Patients with significant

higher order aberrations

Patients that request

wavefront-guided LASIK

Other

None of the above

Q2 2006

Q2 2005

Which of the following are indications for wavefront-guided ablation?

Source:  Market Scope Annual Refractive Surgery Survey, September 2006

11

0%

10%

20%

30%

40%

50%

60%

70%

Q2 03

Q3 03

Q4 03

Q1 04

Q2 04

Q3 04

Q4 04

Q1 05

Q2 05

Q3 05

Q4 05

Q1 06

Q2 06

Q3 06

AMO TTM Custom Mix

CustomVue™

treatment for low to

moderate myopes

Fourier wavefront upgrade, further improving

CustomVue™

treatment precision

CustomVue™

treatment for hyperopes

Iris Registration, providing enhanced treatment

alignment

CustomVue™

treatment for mixed

astigmatism

CustomVue™

treatment for

high myopes

Delivering Superior LVC Technology

Broad FDA-approved custom treatment range –

backed by practice

development and comprehensive customer support –

drives U.S. growth

Trends in CustomVue™

Mix of Procedures

12

Positive Impact on Retreatment

Rates

Surgeon experience shows how technological advancement translates

into reduced enhancement rates

<5%

CustomVue®

with Fourier Upgrade &

Iris Registration

~10%

CustomVue®

with Fourier Upgrade

20-25%

Conventional Ablation

Enhancement Rate

Procedure

Courtesy:  Mark Whitten, MD

Source:  Data presented at May 2006 ISRS/AAO meeting

by R.L. Lindstrom, MD

13

Lower

retreatment

rates

=

Improved patient satisfaction

Higher referral rates

Enhanced practice efficiency

International Expansion On Track

Success in replicating per-procedure model is evident in revenue growth

and other key metrics

$0

$1

$2

$3

$4

Q106

Q206

Q306

•

33% rise in international STAR S4IR™

laser and WaveScan

Wavefront

®

diagnostic system placements*

•

50+% of international installed base

now custom-capable

•

72% increase in international

procedure revenue*

•

Focused on high-potential markets in

Europe and Asia

•

Continuing to develop international

BDM and customer service capability 

(In millions)

$2.5

$3.7

$3.2

AMO Quarterly International

Procedure Revenue Trend

* For nine months ended Sept. 29, 2006, compared to same period in 2005

14

International Opportunity

European surgeons show growing preference for AMO and IntraLase

technology 

-5%

5%

15%

25%

35%

45%

55%

Others

Zeiss/Meditec

Wavelight

B&L

Alcon

AMO

-5%

5%

15%

25%

35%

45%

55%

Others

B&L

Moria

AMO

IntraLase

Use most often

Would liket to use/acquire

Source: Leaming

Study 2005 Survey of ESCRS Members, June 2006

Growing surgeon interest in wake of

Athlete LVC international expansion

Strong surgeon interest

demonstrates

technology’s appeal

Excimer

Laser Preferences

Keratome

Preferences

15

U.S. LASIK Surgeon Outlook

Expect rise in their WFG procedures using femtosecond

keratomes

and

corresponding decline in conventional LASIK procedures

0%

5%

10%

15%

20%

25%

30%

35%

Standard LASIK with

conventional microkeratome

Standard LASIK with

femtosecond keratome

WFG LASIK with

conventional microkeratome

WFG LASIK with

femotsecond keratome

Q205

Q206

What are your expectations for the percentage composition of your

refractive procedures during 2007?

Source:  Market Scope Annual U.S. Refractive Surgeon Survey, September 2006

16

UCVA

-0.03 ±

0.11

Mechanical  (n=346)

-0.08 ±

0.10

Mean ±

SD

Femtosecond  (n=240)

51%

82%

72%

89%

10%

27%

0%

25%

50%

75%

100%

20/12.5+

20/16+

20/20+

20/40+

p=0.00

Clinical Results Confirm Advantages

Study pairing AMO’s

StarS4TM

CustomVueTM

procedure with IntraLaseTM

showed faster recovery, better UCVA, better contrast acuity

UCVA --

1 Day PostOp

Data from clinical study by Capt. Steve Schallhorn, Naval Medical Center, San Diego; June 2006

99% 100%

17

INTRALASE OVERVIEW

Bob Palmisano

President & CEO

18

18

Key Benefits for IntraLase

•

Transaction creates a refractive powerhouse

-

Two biggest names in refractive surgery come together to expand

the market

-

Companies offer complementary products and services

•

IntraLase customers and patients worldwide will benefit from

the industry’s most advanced LVC technologies

-

Surgeons offered a suite of state-of-the-art products with proven profitability

-

Patients provided with the best refractive offerings for superior visual outcomes

•

Combines companies’

strength and experience in R&D

-

Brings together two innovative cultures

19

About IntraLase

•

Provides LASIK surgeons with outcomes superior to bladed

microkeratome

•

518 lasers installed at September 30, 2006

•

Over 1,000,000 procedures sold worldwide

•

Business model driven by high-margin annuity streams

•

Proven success collecting international procedure fees

•

Rapid adoption

•

U.S. penetration advancing

•

Large addressable global market

•

Therapeutic applications recently launched

20

The IntraLase Method™

21

IntraLase Procedure Trends 

0

125

250

375

2002

2003

2004

2005

2006

U.S.

International

362,000

Thru 9/30/06

(in thousands)

30,000

84,000

192,000

243,000

30,000

80,000

4,000

0

160,000

32,000

162,000

81,000

200,000

162,000

22

The IntraLase Method™:

U.S. Market

Share Steadily Advancing

0%

5%

10%

15%

20%

25%

30%

Q4 02

Q4 03

Q4 04

Q4 05

Q4 06

5%

10%

16%

25%

IntraLase Share

IntraLase Share

of Corneal Flaps

of Corneal Flaps

30%

10%

5%

23

IntraLase

estimates

[Estimate]

The IntraLase Method™

•

Better medicine…..compelling patient outcomes

Provides LASIK surgeons with ability to create thin, uniform flap

-

Fewer complications and side effects = happier patients

Recent Defense Logistics Agency contract award for U.S.

Military and civilian personnel

•

Better business…..tangible surgeon benefits

Helps more patients decide to have the procedure

-

Bladeless technology reduces “fear factor”

for patients

-

Nearly one half of practices surveyed reported an increase in procedures

(SM²

Consulting, 2005 Survey)

-

79% credited IntraLase for increase (26 more procedures per 100 consults)

Provides surgeons with better, more profitable procedure

24

COMING TOGETHER

Jim Mazzo

Chairman, President & CEO

25

25

Why the Time is Right

Advances AMO’s

core strategy for leadership in premium ophthalmic

market segments

•

Combine Advanced CustomVue™

and FS technology in total

systems approach that benefits practitioners and patients

•

Maximize Intralase’s

strong and growing foundation and first-

mover advantage 

•

Strengthen international expansion strategy

•

Leverage R&D competencies and deliver new  technologies

aimed at refractive market

26

Seizing the Opportunity

Plan for capitalizing on our differentiable position

•

Define custom all-laser LASIK as standard of care

>

Maximize existing infrastructure

>

Demonstrate compelling clinical benefits through Phase IV research

>

Deploy practice marketing tools that drive a coherent message

>

Emphasize surgeon economics  

•

Help surgeons build comprehensive refractive practices

>

Offering a full suite of corneal and lens-based technologies

•

Cross sell existing surgeon customers and expand presence in corporate centers

>

Approximately 20% of AMO’s

US customers are also IntraLase

customers and

approximately 40% of IntraLase’s

customers are current AMO customers

>

Both companies have the foundation to build on in the corporate-owned segment

•

Expand international footprint

>

AMO direct in 24 countries; IntraLase

direct in 7

27

Integration Planning

Goal is to leverage combined strengths and make transaction seamless

to customer

•

Jane Rady and Bernie Haffey

to co-lead integration oversight

•

Building on fundamental principles used and lessons learned in VISX

and Pfizer acquisitions

•

Ensure seamless transition for customers with minimal disruption

•

Careful analysis to determine best practices from both organizations

•

No loss of focus on other parts of business

28

OPERATIONS AND FINANCIAL OVERVIEW

Randy Meier

Executive Vice President, Operations

CFO

President, Global Eye Care

29

29

AMO Strategic Objectives

Designed to build on core strengths and deliver sustained, profitable

growth

Eye Care

Laser Vision Correction

Cataract/Implants

•

Provide superior, differentiated technologies that serve premium

markets and deliver high margins

•

Focus pipeline on new innovations with market-changing

potential

•

Achieve greater leverage of our global infrastructure and

distribution network 

30

Transaction Summary

•

Agreed to buy IntraLase

for $808 million

•

$25 per share all-cash offer for all of IntraLase’s

fully diluted

shares

•

Transaction expected to close by early Q207

•

Conditions to closing

-

IntraLase

stockholder approval

-

Customary regulatory approvals

-

Other conditions of merger agreement

31

Financing Summary

•

At Signing:

>

Committed all-bank financing provided by UBS, Bank of

America and Goldman Sachs

>

Combination revolver and term loan, fully pre-payable, no

financing fees until transaction closing and funding

•

At Closing:

>

Expectation is that between signing and closing, AMO will

amend and restate revolver, raise $200-$300 million in the

syndicated bank market and issue $200-$300 million in high-

yield notes

•

High-yield transaction would close simultaneous with

IntraLase

transaction

32

AMO Credit Profile

•

Current AMO Debt Pre-Closing

Bank Revolver

18.8

Convertible Notes

851.1

2.5%     due 2024      246.1

1.375% due 2025      105.0

3.25%   due 2026      500.0

Total

$869.9

Debt/Adjusted LTM EBITDA

2.9x

•

Pro Forma Debt and Leverage at Closing (est. 3/31/07)

Bank Revolver

187.5

Bank Term Loan

350.0

High Yield Notes

250.0

Convertible Notes

851.1

Total

$1,638.6

Debt/LTM Adjusted EBITDA

5.0x

•

Estimated 2008 Debt/LTM Adjusted EBITDA

4.0X

Dollars in millions

33

Integration Synergies

•

Estimated annualized synergies of $25-$30 million

>

Approximately two-thirds derived from cost savings, primarily

operating expenses

•

Expect to realize $10-$15 million by year-end 2007

•

Expect to realize full benefit in 2008

34

LVC Sales

Business unit’s sales would represent to represent more than 30% of

AMO’s

total consolidated sales on pro forma basis

LVC

22%

Eye Care

28%

35

AMO Sales Mix YTD Q306

Pro Forma Sales Mix YTD Q306

Cataract/Implant

45%

LVC

31%

Eye

Care

24%

Cataract/Implant

50%

2007 and 2008 Guidance

36

$1.40-$1.55

$1,150-$1,175

2007

$2.25-$2.40

Adjusted EPS

$1,350-$1,370

Revenue (in millions)

2008

Guidance is provided on a non-GAAP basis.  For information on use of non-GAAP financial measures, see

“Investors”

at www.amo-inc.com, in “Historical Financials”

under “Investor Resources”

.

Expect transaction to add approximately $30 million in annualized

amortization, which would bring total annual amortization to

approximately $70 million, or approximately $0.70 per share after tax. 

Acquisition-Related Charges

•

Total acquisition-related charges and integration costs related to the

transaction estimated to be approximately $70 million 

-

approximately 50% expected within 120 days of closing

includes severance, insurance and advisor costs

-

the remainder expected to be taken in 2007

includes IP transfer, additional capital expenditures and other

integration costs

37

SUMMARY

Jim Mazzo

Chairman, President & CEO

38

Key Takeaways

Positions AMO as the

“Complete Refractive

Solution”

Defines a New

Standard of Care

•

Fortifies fundamental strategy to serve the full

range of refractive vision needs

•

Comprehensive combination of superior

technologies and service unmatched in industry

•

Provides leadership in advancing the practice of

medicine with total systems approach

•

Opportunity to grow market

•

Advanced technologies and industry experience

to address the needs of the refractive surgeon

•

Potential for expansion into new therapies

Combines R&D

Expertise and

Competencies

39

Improves Operating

Leverage

•

Optimize domestic and international installed

bases

•

Continued global adoption of per-procedure model

•

Operating margin expansion

Our

guidance

for

adjusted

EPS

for

2007

and

2008

is

provided

on

a

non-GAAP

basis.

The

company’s

adjusted

EPS

guidance

excludes

the

impact

of

charges or write-offs associated with acquisitions, reorganization or recapitalizations, and unrealized gains or losses on derivative instruments. The

company believes this presentation is useful to investors to conduct a more meaningful, consistent comparison of the company’s ongoing operating

results.

This

presentation

is

also

consistent

with

our

internal

use

of

the

measure,

which

we

use

to

measure

the

profitability

of

ongoing

operating

results against prior periods and against our internally developed targets. We believe that our investors also use this measure to analyze the

sustainable

profitability

of

the

on-going

business

operations.

The

economic

substance

related

to

our

use

of

adjusted

EPS

is

our

belief

that

the

appropriate analysis of our profitability cannot be effectively considered while incorporating the effect of unusual items and charges that have not

been experienced in prior periods. The company is not able to provide a reconciliation of projected adjusted EPS to expected reported results due to

the unknown effect, timing and potential significance of special

charges, and our inability to forecast charges associated with future transactions and

initiatives. Our guidance for adjusted EPS includes the impact of transaction-related intangible amortization and stock-based compensation expense

now being recognized under Statement of Financial Accounting Standards No. 123R (FAS123R) issued by the Financial Accounting Standards

Board.

Our outlook for adjusted cash EPS for 2008 is provided on a non-GAAP basis.  The company’s adjusted cash EPS outlook represents the adjusted EPS

described above excluding the impact of transaction-related intangible amortization. The company believes the presentation of adjusted cash EPS is

useful to investors to analyze the company’s operating results without non-cash charges, which the company believes are not necessarily reflective of

the performance of its underlying businesses. We believe that our investors also use this measure to analyze the sustainable profitability of the on-

going business operations. The economic substance related to our

use of adjusted cash EPS is our belief that the appropriate analysis of our

profitability cannot be effectively considered while incorporating the effect of unusual items and non-cash charges. Adjusted cash EPS is not a

liquidity measure and does not equate to cash flows from operating activities under GAAP. The company is not able to provide a reconciliation of

projected adjusted cash EPS to expected reported results due to the unknown effect, timing and potential significance of charges, and our inability to

forecast non-cash charges associated with future transactions and initiatives.

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These non-GAAP financial

measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results provide a more complete

understanding of factors and trends affecting our business. These non-GAAP measures should be considered as a supplement to, and not as a

substitute for, or superior to, the corresponding measures calculated in accordance with generally accepted accounting principles.

Use of Non-GAAP Measures

40

Solicitation of Proxies

IntraLase

intends to file with the SEC a proxy statement and other relevant materials in connection with the proposed transaction. The proxy

statement will be mailed to the stockholders of IntraLase.  Investors and security holders of IntraLase

are urged to read the proxy

statement and the other relevant materials when they become available because they will contain important information about IntraLase

and the proposed transaction.  The proxy statement and other relevant materials (when they become available), and any other documents

filed by IntraLase

with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov.  In addition, investors and security

holders may obtain free copies of the documents filed with the SEC by IntraLase

by contacting IntraLase

Investor Relations at

ir.intralase.com

or via telephone at (949) 859-5230.    Investors and security holders are urged to read the proxy statement and the other

relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

The directors and executive officers of IntraLase

may be deemed to be participants in the solicitation of proxies

from the stockholders of

IntraLase

in favor of the proposed transaction. Information about the directors and executive officers of IntraLase

and their interests in the

proposed transaction will be available in the proxy statement and other relevant materials to be filed with the SEC when they become

available.

41