ITEM 1.01. Entry Into a Material Definitive Agreement

On February 18, 2009, Advanced Medical Optics, Inc., a Delaware corporation (the "Company"), entered into a Third Amendment to Credit Agreement (the "Third Amendment"), by and among the Company, certain of the Company's subsidiaries as guarantors, certain of the Revolving Credit Lenders party to the Credit Agreement, and Bank of America, N.A., as administrative agent on behalf of itself and the Lenders party to the Credit Agreement, which further amends the Credit Agreement, dated as of April 2, 2007 (as amended from time to time, the "Credit Agreement"), by and among the Company, the guarantors party thereto, the lenders from time to time party thereto, UBS Securities LLC, as syndication agent, Goldman Sachs Credit Partners L.P., as documentation agent, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. The Third Amendment adjusts the maximum permitted Consolidated Total Leverage Ratio (as defined in the Credit Agreement) for the fiscal quarter ending March 27, 2009 from 5.00:1.00 to 5.75:1.00. The Company sought this amendment as a precautionary measure to maximize its flexibility while the tender offer initiated by Abbott Laboratories for all of the Company's common stock is pending.

ITEM 2.02. Results of Operations and Financial Condition

On February 20, 2009, the Company announced financial results for the quarter and year ended December 31, 2008. A copy of the press release making this announcement is furnished as Exhibit 99.1 and incorporated herein by reference. The press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or Exchange Act.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release, dated February 20, 2009, of Advanced Medical Optics, Inc.

---