<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2001

                          Registration No. 333-________



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                             VISUAL DATA CORPORATION
            (Exact name of registration as specified in its charter)



           Florida                                     65-0420146
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)



                                1291 SW 29 Avenue
                             Pompano Beach, FL 33069
                                 (954) 917-6655
          (Address and Telephone Number of Principal Executive Offices)




                           NON-QUALIFIED STOCK OPTIONS
                   ------------------------------------------
                            (Full Title of the Plan)


                                   Copies to:

        Randy S. Selman                            Joel D. Mayersohn, Esq.
    Chief Executive Officer                         Atlas Pearlman, P.A.
    Visual Data Corporation                      350 East Las Olas Boulevard
       1291 SW 29 Avenue                                 Suite 1700
    Pompano Beach, FL 33069                       Fort Lauderdale, FL 33301
        (954) 917-6655                                 (954) 763-1200



<PAGE>   2


<TABLE>
<CAPTION>



                                          CALCULATION OF REGISTRATION FEE

===========================================================================================================
                                                      Proposed              Proposed
                                                       maximum               maximum
                                                      offering              aggregate            Amount of
  Title of securities         Amount to be            price per             offering           registration
   to be registered            registered             share (1)              price                   fee
-----------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                  <C>                     <C>
Common Stock, $.0001
par value per share (2)     674,500 shares             $1.83               $1,234,335              $310
===========================================================================================================
</TABLE>


(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457 under the Securities Act of 1933 (the "Securities
         Act") based on the average of the high and low sale price of the common
         stock as reported on the Nasdaq National Market on June 22, 2001.

(2)      For purposes of estimating the number of shares of the registrant's
         common stock to be included in this registration statement, the
         registrant included an aggregate of 654,500 shares of common stock
         issuable under non-qualified stock options granted to current and
         former officers and employees at exercise prices ranging from $1.75 to
         $15.625 per share and 20,000 shares of our common stock previously
         issued to an employee as compensation. Pursuant to Rule 416, there are
         also being registered such additional number of shares as may be
         issuable as a result of the anti-dilution provisions of the options.


<PAGE>   3



PROSPECTUS

                             VISUAL DATA CORPORATION

                         674,500 Shares of Common Stock

                            To Be Issued Pursuant to
                       Outstanding Non-Plan Stock Options

         This prospectus relates to an aggregate of 654,500 shares of our common
stock that may be issued to our current and former officers and employees upon
the exercise of outstanding non-qualified stock options previously granted to
these individuals at exercise prices ranging from $1.75 to $15.625 per share and
20,000 shares of our common stock issued to an employee as compensation.

         The selling security holders may sell all or a portion of the shares of
our common stock from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by selling security holders, except upon
exercise of the options.

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state. No
person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus, and if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock shall, under any circumstances, create any
implication that there has been no change in our affairs since the date hereof.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                 The date of this prospectus is June 25, 2001.


<PAGE>   4



                                  OUR BUSINESS

         We are a full service broadband media company that enables businesses
to market their products through various channels including print, television
and the Internet. For the six months ended March 31, 2001, we reported revenues
of $4,036,086 and a net loss of $5,689,296, and for the year ended September 30,
2000, we reported revenues of $5,868,435 and a net loss of $11,401,583.

         We offer our products and services through five groups:

         *        VISUAL DATA NETWORK SOLUTIONS GROUP, which is comprised of our
                  subsidiary Entertainment Digital Network, Inc. (Ednet), is a
                  facilitator of the transfer of audio and video for the
                  entertainment industry. Ednet has established a private
                  wide-area network (WAN) through strategic alliances with long
                  distance carriers, regional telephone companies, satellite
                  operators and independent fiber optic telecommunications
                  providers which enables it to exchange high quality audio,
                  compressed video and multimedia data communications. Our
                  Network Solutions Group, which represented approximately 48%
                  and approximately 71% of our revenues for the six months ended
                  March 31, 2001 and the year ended September 30, 2000,
                  respectively, generates revenues from the sales, rental and
                  installation of equipment, network usage, distribution fees
                  and other related fees.

         *        VISUAL DATA TRAVEL GROUP produces and distributes multi-media
                  presentations for hotels, resorts, attractions, cruises and
                  golf courses to augment the marketing programs for their
                  properties and attract more visitors. Our Travel Group
                  produces concise, broadband-enabled vignettes of the property
                  for our clients, highlighting various features and amenities
                  of the particular property. We distribute these vignettes over
                  the Internet on both our websites as well as some of the
                  largest travel and leisure websites. Our Travel Group, which
                  represented approximately 9% and approximately 6% of our
                  revenues for the six months ended March 31, 2001 and the year
                  ended September 30, 2000, respectively, generates revenues
                  from production and distribution fees. We own or co- own
                  virtually all the content we create, which we believe provides
                  us with desirable content for syndication.

         *        VISUAL DATA ON-LINE BROADCAST AND PRODUCTION GROUP provides an
                  array of corporate-oriented web-based media services to the
                  corporate market including live audio and video webcasting
                  (sending live audio or video programming over the Internet,
                  which is the counterpart to traditional radio and TV
                  broadcasting), corporate announcements, and other information



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<PAGE>   5

                  for distribution over the Internet, broadcast TV and radio. We
                  also provide point-to-point audio and video transport
                  worldwide. Significant to our On- line Broadcast and
                  Production Group is our strategic partnership with the
                  Internet's leading press release service, PR Newswire, which
                  provides us with a global sales force to promote our broadband
                  corporate services packages. Also operating within our On-line
                  Broadcast and Production Group is our MedicalView library
                  which produces and distributes medical lectures and seminars
                  to the both the medical industry and the general public.
                  MedicalView is distributed under syndication and licensing
                  agreements with various websites. Our On-line Broadcast and
                  Production Group, which represented approximately 28% and
                  approximately 18% of our revenues for the six months ended
                  March 31, 2001 and the year ended September 30, 2000,
                  respectively, generates revenues through production and
                  distribution fees.

         *        VISUAL DATA FINANCIAL SOLUTIONS GROUP provides real time,
                  preference- driven financial information to financial
                  professionals as well as to non- professionals with an
                  interest in the financial markets. Through our
                  TheFirstNews.com website, our subscribers are able to listen
                  to live audio excerpts and view short and long version text
                  stories targeted to specific financial market sectors. The
                  information is delivered in real time streaming audio to
                  personal computers, wireless telephones and personal digital
                  assistants. Our Financial Solutions Group, which represented
                  less than 1% of our revenues for each of the six months ended
                  March 31,2001 and the year ended September 30, 2000, generates
                  revenues from monthly subscription fees, revenue sharing
                  arrangements with affiliates, advertising fees and content
                  licensing fees.

         *        VISUAL DATA GOLF, LEISURE AND SYNDICATION GROUP was formed
                  with our recent acquisition of SportSoft Golf which we have
                  renamed the Golf Society of the U.S. Our goal is to develop
                  this division to be a leading golf industry marketing, media
                  and technology provider. The Golf Society of the U.S. has an
                  extensive portfolio of world-class interactive online
                  services, including the www.golfsociety.com and
                  www.golfsyndications.com Web properties, and it is also the
                  publisher of PLAYER magazine. We believe these will provide
                  new channels for our promotion and distribution of our
                  products and services. The Golf, Leisure and Syndication Group
                  , which represented approximately 12% of our revenues for the
                  six months ended March 31, 2001, generates revenues from
                  membership fees, advertising, syndication and fees from the
                  sale of equipment. We recorded no revenues from this group for
                  the year ended September 30, 2000.





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<PAGE>   6

         We use a variety of additional marketing methods, including our
internal sales force, to market our products and services. One key element of
our marketing strategy has been to enter into distribution agreements with
recognized leaders in each of the markets for our products and services. By
offering our products and services in conjunction with the distributors
products, we believe these distribution agreements enable us to take advantage
of the particular distributors' existing marketing programs, sales forces and
business relationships. Contracts with these distributors generally range from
one to two years. For the fiscal year ended September 30, 2000 and the six
months ended March 31, 2001 (unaudited), revenues from our agreements with PR
Newswire have represented approximately 17% and 24%, respectively, of our
revenues. Other than this agreement, no other agreement with a distributor has
represented more than 10% of our revenues during these periods.

         We presently own approximately 51% of Ednet's issued and outstanding
capital stock. In June 2001, we entered into an Agreement and Plan of Merger
with Ednet, which provides that Ednet will merge with a wholly owned subsidiary
of ours to be formed solely for purposes affecting the merger. Ednet will be the
surviving corporation in the merger. In the merger all outstanding shares of
common stock of Ednet shall be converted with the right to receive one share of
our common stock for each 10 shares of Ednet common stock. A meeting of the
shareholders of Ednet is presently scheduled for July 25, 2001 for the purposes
of approving the Agreement and Plan of Merger. We have filed a registration
statement with the SEC which registers up to 1,183,614 shares of our common
stock issuable to the Ednet shareholders in the merger.

         Our executive offices are located at 1291 SW 29th Avenue, Pompano
Beach, Florida 33069. Our telephone number at that location is (954) 917-6655.

                                  RISK FACTORS

         Before you invest in our securities, you should be aware that there are
various risks, including those described below. You should consider carefully
these risk factors together with all of the other information included in or
incorporated by reference into this prospectus before you decide to purchase our
securities.

WE HAVE AN ACCUMULATED DEFICIT AND WE ANTICIPATE CONTINUING LOSSES WHICH MAY
RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.

         We have incurred operating losses since our inception and we have an
accumulated deficit of $33,859,880 at March 31, 2001. For the six months ended
March 31, 2001, we incurred a net loss of $5,689,296. For the years ended
September 30, 2000 and 1999, we incurred net losses of $11,401,583 and
$7,158,376, respectively. Our operating expenses have increased and we continue
to incur




                                       4
<PAGE>   7

significant operating losses. Our liquidity has substantially diminished because
of these continuing operating losses. Our future profitability will depend on
substantial increases in revenues from operations. There can be no assurance
that future revenues will grow sufficiently to generate a positive cash flow or
otherwise enable us to be profitable. We may experience significant liquidity
and cash flow problems which will require us to raise additional capital to
continue operations if we are not able to substantially increase our revenues.
We cannot guarantee that future revenues will grow sufficiently to generate
positive cash flow or otherwise enable us to become profitable.

WE CANNOT PREDICT OUR FUTURE REVENUES OR WHETHER OUR PRODUCTS WILL BE ACCEPTED.
IF THE MARKETS FOR OUR PRODUCTS AND SERVICES DO NOT DEVELOP, OUR FUTURE RESULTS
OF OPERATIONS WILL BE ADVERSELY AFFECTED.

         Revenues from our products and services have been limited. We reported
revenues of $4,036,086 and $3,028,147 for the six months ended March 31, 2001
and 2000, respectively. We reported revenues of $5,868,435 and $4,464,157 for
the years ended September 30, 2000 and 1999, respectively. In addition, the
markets for our products and services have only recently begun to develop, are
rapidly evolving and are increasingly competitive. Demand and market acceptance
for recently introduced products and services are subject to a high level of
uncertainty and risk. It is difficult to predict whether, or how fast, these
markets will grow. We cannot guarantee either that the demand for our products
and services will continue to develop or that such demand will be sustainable.
If the market develops more slowly than expected or becomes saturated with our
competitors' products and services, or do not sustain market acceptance, our
business, operating results, and financial condition will be materially and
adversely affected.

WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL AS NEEDED, THE
FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS WOULD BE SEVERELY LIMITED.

         Historically, our operations have been financed primarily through the
issuance of equity. Our acquisition and internal growth strategy requires
substantial capital investment. Capital is typically needed not only for the
acquisition of additional companies, but also for the effective integration,
operation and expansion of these businesses. Capital is also necessary for the
production and marketing of additional on-line multi-media libraries. Our future
capital requirements, however, depend on a number of factors, including our
ability to grow our revenues and manage our business. Our growth may depend upon
our ability to raise additional capital, possibly through the issuance of
long-term or short-term indebtedness or the issuance of our equity securities in
private or public transactions.





                                       5
<PAGE>   8

         If we raise additional capital through the issuance of debt, this will
result in increased interest expense. If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership of
Visual Data held by existing shareholders will be reduced and those shareholders
may experience significant dilution. In addition, new securities may contain
certain rights, preferences or privileges that are senior to those of our common
stock. There can be no assurance that acceptable financing for future
acquisitions or for the integration and expansion of existing operations can be
obtained on suitable terms, if at all. Our ability to continue our growth and
acquisition strategy could suffer if we are unable to raise the additional funds
on acceptable terms which would have the effect of limiting our ability to
increase our revenues or possibly attain profitable operations in the future.

FLUCTUATIONS IN OUR OPERATING RESULTS MAY ADVERSELY AFFECT OUR STOCK PRICE AND
PURCHASERS OF OUR SHARES OF COMMON STOCK MAY LOSE ALL OR A PORTION OF THEIR
INVESTMENT.

         Historically, there has been volatility in the market price for our
common stock. Our quarterly operating results, changes in general conditions in
the economy, the financial markets or the marketing industry, or other
developments affecting us or our competitors, could cause the market price of
our common stock to fluctuate substantially. We expect to experience significant
fluctuations in our future quarterly operating results due to a variety of
factors. Factors that may adversely affect our quarterly operating results
include:

         -        the announcement or introduction of new service and products
                  by us and our competitors;

         -        our ability to upgrade and develop our systems in a timely and
                  effective manner;

         -        our ability to retain existing clients and attract new clients
                  at a steady rate, and maintain client satisfaction;

         -        the level of use of the Internet and online services and the
                  rate of market acceptance of the Internet and other online
                  services for transacting business;

         -        technical difficulties, system downtime, or Internet
                  brownouts;

         -        the amount and timing of operating costs and capital
                  expenditures relating to expansion of our business and
                  operations;





                                       6
<PAGE>   9

         -        government regulation; and

         -        general economic conditions and economic conditions specific
                  to the Internet and e-commerce.

         As a result of these factors, in one or more future quarters, our
operating results may fall below the expectations of securities analysts and
investors. In this event, the market price of our common stock would likely be
materially adversely affected. In addition, the stock market in general and the
market prices for Internet-related companies in particular, have experienced
extreme volatility that often has been unrelated to the operating performance of
those companies. These broad market and industry fluctuations may adversely
affect the price of our common stock, regardless of our operating performance.

WE ARE DEPENDENT ON CONTRACTS, SOME OF WHICH ARE SHORT TERM. IF THESE CONTRACTS
ARE TERMINATED, OUR RESULTS OF OPERATIONS WOULD BE MATERIALLY ADVERSELY
AFFECTED.

         We are dependent upon contracts and distribution agreements with our
strategic partners and clients including PR Newswire Corporation. Revenue from
PR Newswire represented approximately 17% and 24% of our consolidated revenue
for the year ended September 30, 2000 and the six months ended March 31, 2001,
respectively. These contracts are generally for terms ranging from one to two
years, however, many of them permit our clients and partners to terminate their
agreements with us on short term notice. Because of the significant nature of
the revenues from these contracts to our consolidated results of operations, the
termination of any of these contracts could have a material adverse effect on
our business operations and prospects.

OUR MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO
MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY ANTICIPATED BENEFITS
OF THESE ACQUISITIONS.

         Our business strategy includes growth through acquisition and internal
development. We are subject to various risks associated with our growth
strategy, including the risk that we will be unable to identify and recruit
suitable acquisition candidates in the future or to integrate and manage the
acquired companies.

         We completed the acquisition of 51% of Ednet in June 1998 and in
February 2001 we completed our acquisition of SportSoft Golf, Inc. The
acquisition of the remaining 49% of Ednet is pending. Acquired companies'
histories, geographical locations, business models and business cultures can be
different from ours in many respects. Our directors and senior management face a
significant challenge in their efforts to integrate our businesses and the
business of the acquired companies or




                                       7
<PAGE>   10

assets, and to effectively manage our continued growth. There can be no
assurance that our efforts to integrate the operations of any acquired assets or
companies acquired in the future will be successful, that we can manage our
growth or that the anticipated benefits of these proposed acquisitions will be
fully realized. The dedication of management resources to these efforts may
detract attention from our day-to-day business. There can be no assurance that
there will not be substantial costs associated with these activities or of the
success of our integration efforts, either of which could have a material
adverse effect on our operating results.

THE EXERCISE OF OPTIONS AND WARRANTS WILL BE DILUTIVE TO OUR EXISTING
STOCKHOLDERS.

         As of May 31, 2001 we had outstanding options and warrants to
purchase a total of 12,752,367 shares of our common stock at prices ranging
between $0.00016 and $17.188 per share. We have included 654,500 shares of our
common stock issuable upon exercise of these options and warrants in this
prospectus which means that when the option or warrant is exercised, the holder
may resell the common stock received on the exercise in the public market. The
exercise of these warrants and options may materially adversely affect the
market price of our common stock and will have a dilutive effect on our existing
stockholders.

THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES
WILL INCREASE AS THE MARKET PRICE OF OUR COMMON STOCK DECREASES.

         We have an aggregate of $2,260,000 principal amount of 6% convertible
debentures outstanding as of the date of this prospectus. The debentures which
are convertible, in whole or in part, at the option of the holders into shares
of our common stock at a conversion price equal to the lesser of:

         -        $2.13 per share, or

         -        90% of the average of the three lowest closing bid prices for
                  the 20 trading days prior to conversion (the "variable
                  conversion price").

         The conversion price of the convertible debentures cannot be less than
$.90 per share; provided that this floor price will be reset to 50% of the
variable conversion price on December 8, 2001. The practical effects of this
conversion formula based upon the current conversion formula are:

         *        If the variable conversion price is above $2.13 per share,
                  then the conversion price is based upon the $2.13 per share
                  formula,




                                       8
<PAGE>   11

         *        If the variable conversion price is less than $2.13 per share,
                  then the conversion price is determined by calculating 90% of
                  the three lowest closing bid price of our common stock for the
                  20 trading days prior to conversion, subject to a floor price
                  of $.90 per share.

         Because the conversion price is not fixed, the ultimate number of
shares of common stock issuable if the holders elect to convert the $2,260,000
principal amount of the debentures is unknown at this time. The following table
sets forth:

         *        the number of shares of our common stock that would be
                  issuable upon conversion of the $2,260,000 principal amount of
                  debentures at various conversion prices prior to December 8,
                  2001 based upon an average market price of our common stock of
                  $1.673 per share which is the average of the three lowest
                  closing prices of our common stock as reported on the Nasdaq
                  National Market for the 20 consecutive trading days prior to
                  June 1, 2001, and

         *        the total number of shares of our common stock that would be
                  issuable upon the conversion of all $3,060,000 principal
                  amount of the debentures, giving effect to the debentures
                  which have already been converted.


<TABLE>
<CAPTION>
                                                 Shares Issued                          Total Shares(2)
                                                 on Conversion                            Issued on                Total % of(3)
                                                      of               % of(1)           conversion of             Shares issued
Market                         Conversion        $2,260,000 of       Outstanding        all $3,060,000           on conversion of
Price                             Price           Debentures           Shares             Debentures              all Debentures
-----                          ----------        -------------       -----------        --------------            --------------
<S>                               <C>              <C>                  <C>                <C>                         <C>
$1.673 and above                  $1.506           1,500,664            12.0%              2,304,404                   19.7%
$1.255 (25% less
than $1.673)                      $1.130           2,000,000            16.0%              2,803,740                   24.0%
$.837 (50% less
than $1.673)                      $0.900(4)        2,511,111            20.1%              3,314,851                   28.3%
$.418 (75% less
than $1.673)                      $0.900(4)        2,511,111            20.1%              3,314,851                   28.3%

</TABLE>

(1)      Based upon 12,501,181 shares issued and outstanding, which includes the
         shares issued previously upon the conversion of $800,000 principal
         amount of the debentures.

(2)      Includes 803,740 shares of our common stock which have previously been
         issued upon the conversion of $800,000 principal amount of the
         debentures.

(3)      Based upon 11,697,441 shares issued and outstanding which does not
         include the 803,740 shares previously issued upon the conversion of
         $800,000 principal amount of the debentures.





                                       9
<PAGE>   12

(4)      The conversion price has a floor of $.90 per share until December 8,
         2001.

         We are unable to predict at this time any adjustment in the floor
conversion price on December 8, 2001, and as a result the potential full
dilutive nature of the conversion formula, as it will be based upon an
adjustment calculated on future market prices. The following table, however,
sets forth the number of shares of our common stock that would be issuable upon
the conversion of the remaining $2,260,000 principal amount of debentures at
various conversion prices after December 8, 2001 based upon an assumed average
market price of our common stock of $1.673 per share, and assumed reductions in
the average market price of 25%, 50% and 75%.






                                       10
<PAGE>   13

<TABLE>
<CAPTION>

                                                            Shares Issued                         Total Shares(2)     Total %(3)
                                                            on Conversion                            issued on         of Shares
                                              Adjusted           of              % of(1)           conversion of       Issued on
Market                    Conversion            Floor       $2,260,000 of      Outstanding        all $3,060,000     conversion of
Price                        Price              Price        Debentures          Shares             Debentures      all Debentures
------                    ----------          ---------     -------------      -----------        --------------    --------------
<S>                          <C>                <C>           <C>                <C>                 <C>                 <C>
$1.673 and above             $1.506             $.753         3,001,328          24.0%               3,805,068           32.5%
                                                -----
$1.255 (25% less
than $1.673)                 $1.130             $.565         4,000,000          32.0%               4,803,740           41.1%
$.837 (50% less
than $1.673)                 $ .753             $.377         5,994,695          48.0%               6,798,435           58.1%
$.418 (75% less
than $1.673)                 $ .376             $.188        12,021,277          96.2%              12,825,017          109.6%

</TABLE>

(1)      Based upon 12,501,181 shares issued and outstanding, which includes the
         shares issued previously upon the conversion of $800,000 principal
         amount of the debentures.

(2)      Includes 803,740 shares of our common stock which have previously been
         issued upon the conversion of $800,000 principal amount of the
         debentures.

(3)      Based upon 11,697,441 shares issued and outstanding which does not
         include the 803,740 shares previously issued upon the conversion of
         $800,000 principal amount of the debentures.

         The terms of the debentures provide that the number of shares of common
stock into which they are convertible, when added together with all other shares
of our common stock beneficially owned by the holder and its affiliates, cannot
exceed 9.9% of our total issued and outstanding common shares at any one time.
The debenture holders are affiliates, and the number of shares of common stock
owned by each debenture holder would be aggregated for the purposes of
calculating the 9.9% limitation. The terms of the debentures also have the
effect of restricting the amount of debentures which the debentures holders can
convert and sell within any 61 day period. This 9.9% limitation, however, does
not prevent the debenture holders from continually liquidating shares of our
common stock owned by them in order to convert all of the debentures into shares
of our common stock, subject to the terms of the debentures.




                                       11
<PAGE>   14

IF THE SELLING SECURITY HOLDERS ALL ELECT TO SELL THEIR SHARES OF OUR COMMON
STOCK AT THE SAME TIME, THE MARKET PRICE OF OUR SHARES MAY DECREASE.

         It is possible that the selling security holders will offer all of the
shares for sale. Further, because it is possible that a significant number of
shares could be sold at the same time hereunder, the sales, or the possibility
thereof, may have a depressive effect on the market price of our common stock.

THE VARIABLE CONVERSION PRICE FORMULA FOR THE DEBENTURES COULD NEGATIVELY AFFECT
THE MARKET PRICE OF OUR COMMON.

         The following are special risks which result from the variable
conversion price formula of the debentures:

*        REDUCTION IN STOCK PRICE. The conversion price of the debentures is
         variable based on the future trading prices of our common stock, with a
         current floor conversion price of $.90 per share. As described above,
         this floor price will be adjusted on December 8, 2001 to 50% of the
         variable conversion price. As a result of the market-related conversion
         price, the number of shares of common stock issuable upon conversion of
         the debentures will be inversely proportionate the market price of the
         common stock at the dates upon which the conversion price may be
         determined.

*        EFFECT OF SHORT SALES BY THIRD PARTIES. As a result of the market-
         related conversion price of the debentures, third parties may take
         significant short positions in our common stock. If this occurs, these
         short positions may have the effect of depressing the trading price of
         our common stock which would result in additional dilutive issuance of
         stock upon the conversion of the debentures. In addition, other selling
         security holders may take short positions in our common stock which
         while not effecting the exercise price of the underlying warrants or
         options held by these selling security holders, could have the effect
         of depressing its trading value and therefore result in additional
         dilutive issuance of stock upon the conversion of the debentures.

*        EFFECT OF ADDITIONAL SHARES IN MARKET. To the extent that holder of the
         debentures converts a portion of the debentures and then sell its
         common stock in the open market, our common stock price may decrease
         due to the additional shares in the market, possibly allowing the
         holder to convert the remaining debentures into greater amounts of
         common stock, further depressing the stock price.





                                       12
<PAGE>   15

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR SHAREHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our shareholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Business Corporation Act
also may be deemed to have certain anti-takeover effects which include that
control of shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved by a majority
of a corporation's disinterested shareholders.

         In addition, our articles of incorporation authorize the issuance of up
to 5,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which no shares
are currently issued and outstanding. Our board of directors may, without
shareholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of our common stock.

             CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

         Some of the information in this prospectus may contain forward-looking
statements. These statements can be identified by the use of forward-looking
words such as "may," "will," "expect," "anticipate," "estimate," "continue" or
other similar words. These statements discuss future expectations, contain
projections of results of operations or financial condition or state other
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in or
incorporated by reference into this prospectus. The risk factors noted in this
section and other factors noted throughout this prospectus or incorporated
herein, including certain risks and uncertainties, could cause our actual
results to differ materially from those contained in any forward-looking
statement.

               VISUAL DATA CORPORATION NON-QUALIFIED STOCK OPTIONS

DESCRIPTION OF THE NON-QUALIFIED STOCK OPTIONS

         On February 9, 1997, we adopted our 1996 Stock Option Plan which
permits us to grant stock options to our employees, advisors, consultants and
non-employee directors which either qualify as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified
options that do not so qualify. The terms of our 1996 Stock Option Plan provide
that options granted to employees under the plan will expire on the earlier of:

         -        a specific date set forth within the option, or





                                       13
<PAGE>   16

         -        the expiration of 30 days following the date of termination of
                  the employee's employment by us, other than by reason of death
                  or permanent disability, or
         -        the expiration of 12 months following the date of termination
                  of the employee's employment terminates if such employment
                  termination occurs by reason of their death or permanent
                  disability.

         We have reserved 5,000,000 shares of our common stock for issuance
under this qualified plan, and at May 31, 2001, a total of 2,703,675 options
were outstanding under the qualified plan.

         In addition to granting options under our qualified plan, from time to
time we also grant non-qualified stock options to our employees which are not
granted under our 1996 Stock Option Plan. We use this form of option in
instances where we want the expiration date of the option to extend beyond the
limitations in our 1996 Stock Option Plan described above. At May 31, 2001, a
total of 5,142,411 non-qualified stock options were outstanding. This prospectus
covers an aggregate of 654,500 shares of our common stock underlying
non-qualified stock options which we have previously granted to current and
former officers and employees. The exercise price of these options range from
$1.75 per share to $15.625 per share, which equal the fair market value of our
common stock on the date the respective option was granted, and have terms
ranging from two to five years from the date the option vests.

         All non-qualified stock option grants were made by our board of
directors and are exercisable from time to time, subject to the terms of the
option, by the optionee. The options are transferrable at the discretion of the
optionee. Shares used for non- qualified stock option grants are authorized and
unissued shares. The non-qualified stock options contain customary anti-dilution
provisions which provide that the shares issuable upon the exercise of the
option may be increased, decreased, exchanged or otherwise adjusted due to a
share dividend, forward or reverse share split, recapitalization,
reorganization, merger, consolidation, combination or exchange of shares, an
appropriate and proportionate adjustment shall be made in the number or kind of
shares subject to the unexercised non-qualified stock options and in the
purchase price per share. Any adjustment, however, does not change the total
purchase price payable for the shares subject to outstanding non-qualified stock
options.

         The non-qualified stock options are exercisable by delivery of written
notice to us stating the number of shares with respect to which the option is
being exercised, together with full payment of the purchase price therefor.
Payment is to be made in the form of a cashier's or official bank check or other
immediately available funds.





                                       14
<PAGE>   17

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the shares of our common stock must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption.

                        SALES BY SELLING SECURITY HOLDERS

         This prospectus relates to periodic offers and sales of up to 674,500
of common stock by the selling security holders listed and described below and
their pledgees, donees and other successors in interest. The selling security
holders are all either our current or former officers and employees and these
options were granted to these individuals as compensation. The following table
sets forth,

         o        the name of each selling security holder,
         o        the number of shares owned, and
         o        the number of shares being registered for resale by each
                  selling security holder.

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth herein. All of the shares being registered for resale
under this prospectus for the selling security holders may be offered hereby.
Because the selling security holders may sell some or all of the shares owned by
them which are included in this prospectus, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the shares, no estimate can be given as to the number of shares being offered
hereby that will be held by the selling security holders upon termination of any
offering made hereby. We have, therefore, for the purposes of the following
table assumed that the selling security holders will, if applicable, exercise
the options described below, and sell all of the shares owned by them which are
being offered hereby, but will not sell any other shares of our common stock
that they presently own. Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with
respect to securities and includes any securities which the person has the right
to acquire within 60 days through the conversion or exercise of any security or
other right. The information as to the number of shares of our common stock
owned by each selling security holder is based upon the information contained in
a record list of our shareholders at June 6, 2001.




                                       15
<PAGE>   18

<TABLE>
<CAPTION>
                                                                            Shares to be
Name of Selling                     Number of             Shares to         Owned After
Selling Holder                    Shares Owned           be Offered           Offering
--------------                    ------------           ----------         ------------
<S>                                  <C>                 <C>                     <C>
Bill Plough                          40,000              40,000(1)               -0-
Bryan Carmody                        32,500              32,500(2)               -0-
David Chestler                       75,000              75,000(3)               -0-
David Goodman                       100,000             100,000(4)               -0-
Demi Oso                             10,000              10,000(5)               -0-
Gabe Sciolla                         25,000              25,000(6)               -0-
Gary Reich                           20,000              20,000(7)               -0-
Glen Udine                           50,000              50,000(8)               -0-
Jeff Hill                            55,000              55,000(9)               -0-
Joanne Tepper                        25,000              25,000(10)              -0-
Kelly Tepper                          5,000               5,000(11)              -0-
Li Lin                                7,000               7,000(12)              -0-
Magdallena Hoff                       5,000               5,000(13)              -0-
Marc Goldstein                       10,000              10,000(14)              -0-
Mark Schneider                       35,000              35,000(15)              -0-
Pauline Schneider                   120,000             120,000(16)              -0-
Pete Conomikes                        5,000               5,000(17)              -0-
Richard Paris                         2,500               2,500(18)              -0-
Robert Burns                         10,000              10,000(19)              -0-
Ryan Shahoud                         22,500              22,500(20)              -0-
James Hoffman                        20,000              20,000(21)              -0-
                                    -------             -------                  ---

         Total                      674,500             674,500                  -0-
                                    =======             =======                  ===

</TABLE>

(1)      Includes shares issuable upon the exercise of an option expiring in
         December 2002 to purchase 40,000 shares of our common stock at an
         exercise price of $2.25 per share.

(2)      Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 32,500 shares of our common stock at an exercise
         price of $2.00 per share.

(3)      Includes shares issuable upon the exercise of an option expiring in
         October 2002 to purchase 75,000 shares of our common stock at an
         exercise price of $2.125 per share.

(4)      Includes shares issuable upon the exercise of (i) an option expiring in
         September 2001 to purchase 50,000 shares at an exercise price of $2.50
         per share, and (ii) an option expiring in January 2002 to purchase
         50,000 shares at an exercise price of $2.50 per share.

(5)      Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 10,000 shares of our common stock an exercise
         price of $2.00 per share.

(6)      Includes shares issuable upon the exercise of an option expiring in
         March 2005 to purchase 25,000 shares of our common stock an exercise
         price of $2.00 per share, vesting in March 2002.

(7)      Includes shares issuable upon the exercise of an option expiring in
         August 2002 to purchase 20,000 shares of our common stock an exercise
         price of $2.938 per share.





                                       16
<PAGE>   19

(8)      Includes shares issuable upon the exercise of an option expiring in
         November 2002 to purchase 50,000 shares of our common stock an exercise
         price of $2.125 per share.

(9)      Includes shares issuable upon the exercise of (i) an option expiring at
         15,000 shares each in November 2003, 2004 and 2005 to purchase 45,000
         shares of our common stock an exercise price of $2.125 per share, and
         (ii) an option expiring in March 2003 to purchase 10,000 shares of our
         common stock at an exercise price of $11.25 per share.

(10)     Includes shares issuable upon the exercise of (i) an option expiring in
         November 2002 to purchase 5,000 shares of our common stock at an
         exercise price of $2.125 per share, and (ii) an option expiring in May
         2004 to purchase 20,000 shares of our common stock an exercise price of
         $2.875 per share.

(11)     Includes shares issuable upon the exercise of an option expiring in
         February 2003 to purchase 5,000 shares of our common stock at an
         exercise price of $12.938 per share.

(12)     Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 7,000 shares of our common stock an exercise
         price of $2.00 per share.

(13)     Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 5,000 shares of our common stock an exercise
         price of $2.00 per share.

(14)     Includes shares issuable upon the exercise of an option expiring in
         August 2003 to purchase 10,000 shares of our common stock at an
         exercise price of $2.06 per share.

(15)     Includes shares issuable upon the exercise of (i) an option expiring in
         April 2002 to purchase 5,000 shares of our common stock an exercise
         price of $2.125 per share, and (ii) an option granted expiring in May
         2004 to purchase 30,000 shares of our common stock an exercise price of
         $2.875 per share.

(16)     Includes shares issuable upon the exercise of (i) an option expiring in
         November 2002 to purchase 70,000 shares of our common stock at an
         exercise price of $2.125 per share, and (ii) an option expiring in May
         2004 to purchase 50,000 shares of our common stock an exercise price of
         $2.875 per share.

(17)     Includes shares issuable upon the exercise of an option expiring in
         November 2002 to purchase 5,000 shares of our common stock at an
         exercise price of $2.125 per share.

(18)     Includes shares issuable upon the exercise of an option expiring in
         June 2004 to purchase 2,500 shares of our common stock an exercise
         price of $15.625 per share.

(19)     Includes shares issuable upon the exercise of an option expiring in
         February 2004 to purchase 10,000 shares of our common stock an exercise
         price of $1.75 per share.

(20)     Includes shares issuable upon the exercise of an option expiring in
         November 2002 to purchase 22,500 shares of our common stock an exercise
         price of $2.125 per share.

(21)     Includes shares of our common stock issued as compensation to Mr.
         Hoffman, employee.




                                       17
<PAGE>   20
                              PLAN OF DISTRIBUTION

         The shares offered hereby by the selling security holders may be sold
from time to time by the selling security holders, or by pledgees, donees,
transferees or other successors in interest. These sales may be made on one or
more exchanges or in the over-the-counter market including the Nasdaq National
Market of The Nasdaq Stock Market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares may be sold by one or more of the following
methods, including, without limitation:

         -        a block trade in which the broker-dealer so engaged will
                  attempt to sell the shares as agent, but may position and
                  resell a portion of the block as principal to facilitate the
                  transaction;

         -        purchases by a broker or dealer as principal and resale by a
                  broker or dealer for its account under this prospectus;

         -        ordinary brokerage transactions and transactions in which the
                  broker solicits purchasers;

         -        face-to-face or other direct transactions between the selling
                  security holders and purchasers without a broker-dealer or
                  other intermediary; and

         -        ordinary brokerage transactions and transactions in which the
                  broker solicits purchasers.

         In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate in the resales.
Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling security holders in amounts to be
negotiated in connection with the sale. These broker-dealers and agents and any
other participating broker- dealers, or agents may be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with the
sales. In addition, any securities covered by this prospectus that qualify for
sale under Rule 144 might be sold under Rule 144 rather than under this
prospectus.

         In connection with distributions of the shares or otherwise, the
selling security holders may enter into hedging transactions with
broker-dealers. In connection with the transactions, broker-dealers may engage
in short sales of the shares registered hereunder in the course of hedging the
positions they assume with selling security holders. The selling security
holders may also sell shares short and deliver the shares to close out the
positions. The selling security holders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of




                                       18
<PAGE>   21

the shares registered hereunder, which the broker-dealer may resell under this
prospectus. The selling security holders may also pledge the shares registered
hereunder to a broker or dealer and upon a default, the broker or dealer may
effect sales of the pledged shares under this prospectus.

         Information as to whether an underwriter(s) who may be selected by the
selling security holders, or any other broker-dealer, is acting as principal or
agent for the selling security holders, the compensation to be received by
underwriters who may be selected by the selling security holders, or any
broker-dealer, acting as principal or agent for the selling security holders and
the compensation to be received by other broker-dealers, in the event the
compensation of other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the shares
may be required to deliver a copy of this prospectus, including the supplement,
if any, to any person who purchases any of the shares from or through a dealer
or broker.

         We have advised the selling security holders that during the time as
they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.

         Sales of securities by us and the selling security holders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         As of June 20, 2001, there were 12,501,181 shares of common stock
outstanding. All outstanding shares of common stock are, and all shares of
common stock to be outstanding upon completion of this offering will be, validly
authorized and issued, fully paid, and non-assessable.

         The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Holders of
common stock are entitled to receive ratably such dividends as may be declared
by the board of directors




                                       19
<PAGE>   22

out of funds legally available therefor. In the event of our liquidation,
dissolution, or winding up, holders of our common stock are entitled to share
ratably in all of our assets remaining after payment of liabilities and
liquidation preferences of any outstanding shares of preferred stock. Holders of
common stock have no preemptive rights or other subscription rights to convert
their shares into any other securities.

PREFERRED STOCK

         Our Board of Directors has the authority, without further action by our
shareholders, to issue 5,000,000 shares of preferred stock, in one or more
series and to fix the privileges and rights of each series. These privileges and
rights may be greater than those of the common stock. We have previously
designated two series of preferred stock consisting of 300 shares designated as
Series A Convertible Preferred Stock, of which 150 shares were issued and
subsequently converted, and 150 shares designated as Series A-1 Convertible
Preferred Stock, all of which were issued and subsequently converted. Upon such
conversions, the shares of preferred stock so designated have been returned to
our treasury and remain preferred stock with no designation. Our Board of
Directors, without further shareholder approval, can issue preferred stock with
voting, conversion or other rights that could adversely affect the voting power
and other rights of the holders of common stock. This type of "blank check
preferred stock" makes it possible for us to issue preferred stock quickly with
terms calculated to delay or prevent a change in our control or make removal of
our management more difficult.

TRANSFER AGENT

         The transfer agent and registrar for our common stock is Interwest
Stock Transfer Company, 1981 East Murray Holladay Road, Suite 100, Salt Lake
City, Utah 84117.

                                  LEGAL MATTERS

         Certain legal matters in connection with the securities being offered
hereby will be passed upon for us by Atlas Pearlman, P.A., 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.

                                     EXPERTS

         The consolidated financial statements of Visual Data Corporation and
subsidiaries as of and for the years ended September 30, 2000 and 1999,
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent certified public accountants, as indicated in their
report with respect




                                       20
<PAGE>   23

thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said report.

         The consolidated financial statements of SportSoft Golf, Inc. and
subsidiaries as of December 31, 1999 and 2000, and for the period from inception
(June 4, 1999) to December 31, 1999 and for the year ended December 31, 2000,
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent certified public accountants, as indicated in their
report with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said report.

                                 INDEMNIFICATION

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a) the officer or director conducted himself or herself in good faith;

         (b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and

         (c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the SEC, this indemnification is against public policy as expressed
in the securities laws, and is, therefore unenforceable.




                                       21
<PAGE>   24
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         We have filed with the SEC a registration statement on Form S-8. This
prospectus is part of the registration statement. It does not contain all of the
information set forth in the registration statement. For further information
about Visual Data and its common stock, you should refer to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to in this prospectus are not necessarily
complete. Where a contract or other document is an exhibit to the registration
statement, each of you should review the provisions of the exhibit to which
reference is made. You may obtain these exhibits from the SEC as discussed
below.

         We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
more information on the operation of the public reference rooms. Copies of our
SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below, any of such documents filed since the date this
registration statement was filed and any future filings with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the offering is completed.

         -        our annual report on Form 10-KSB/A for the fiscal year ended
                  September 30, 2000, as amended

         -        our current report on Form 8-K filed on January 3, 2000

         -        our quarterly reports on Forms 10-QSB for the periods ended
                  December 31, 2000, as amended, and March 31, 2001,

         -        our proxy statement filed on February 20, 2001 for our annual
                  meeting of shareholders held on March 30, 2001,

         -        our current report on Form 8-K filed on March 9, 2001,






                                      II-1
<PAGE>   25

         -        our current report on Form 8-K/A filed on March 16, 2001,

         -        our current report on Form 8-K/A filed on May 3, 2001,

         -        our current report on Form 8-K filed on May 29, 2001, and

         -        our current report on Form 8-K filed on June 12, 2001.

         Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

         You may request a copy of these filings, at no cost, by writing or
calling us at the following address and telephone number:

         Corporate Secretary
         Visual Data Corporation
         1291 SW 29 Avenue
         Pompano Beach, Florida 33069
         954-917-6655.

Item 4. Description of Securities

         A description of the our securities is set forth in the prospectus
incorporated as a part of this registration statement.

Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a) the officer or director conducted himself or herself in good faith;

         (b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and





                                      II-2
<PAGE>   26

         (c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful. We may not indemnify our
officers or directors in connection with a proceeding by or in our right, where
the officer or director was adjudged liable to us, or in any other proceeding,
where our officer or director are found to have derived an improper personal
benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

Item 7. Exemption From Registration Claimed

         Persons eligible to receive grants of non-qualified stock options will
have an existing relationship with us and will have access to comprehensive
information about us to enable them to make an informed investment decision. The
recipient must express an investment intent and consent to the imprinting of a
legend on the securities restricting their transferability except in compliance
with applicable securities laws.

Item 8. Exhibits

         4.1      Form of Option to Purchase Common Stock*

         5.1      Opinion and Consent of Atlas Pearlman, P.A. [includes
                  Exhibit 23(i)].*

         23.1     Consent of Independent Certified Public Accountants.*

--------------------
*    Filed herewith.

Item 9. Undertakings

         Visual Data will:

         1. File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

                  i. Include any prospectus required by section 10(a)(3) of the
Securities Act;

                  ii. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of




                                      II-3
<PAGE>   27

securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospects
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  iii. Include any additional or changed material information on
the plan of distribution.

         2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial BONA
FIDE offering.

         3. File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.




                                      II-4
<PAGE>   28
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach and the State of Florida, on the
25th day of June, 2001.

                                       VISUAL DATA CORPORATION


                                       By: /s/ Randy S. Selman
                                           -------------------------------------
                                           Randy S. Selman
                                           Chairman of the Board,
                                           Chief Executive Officer and President

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randy S. Selman as his or her
attorney-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendment or post-effective amendment to this
Registration Statement on Form S-8 or abbreviated registration statement
(including, without limitation, any additional registration filed pursuant to
Rule 462 under the Securities Act of 1933) with respect hereto and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                              Title                                               Date
         ---------                              -----                                               ----



<S>                                  <C>                                                       <C>
/s/ Randy S. Selman                  President, Chief Executive                                June 25, 2001
--------------------------------     and Chairman of the Board
Randy S. Selman



/s/ Gail Babitt                      Chief Financial Officer and                               June 25, 2001
---------------------------------    Principal Accounting Officer
Gail Babitt



/s/ Alan Saperstein                  Executive Vice President                                  June 25, 2001
--------------------------------     and Director
Alan Saperstein



/s/ Benjamin Swirsky                 Director                                                  June 25, 2001
--------------------------------
Benjamin Swirsky



/s/ Brian K. Service                 Director                                                  June 25, 2001
--------------------------------
Brian K. Service



/s/ Eric Jacobs                      Secretary and Director                                    June 25, 2001
--------------------------------
Eric Jacobs



/s/ Robert U. Wussler                Director
--------------------------------                                                               June 25, 2001
Robert T. Wussler

</TABLE>

                                      II-5
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1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2001

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             VISUAL DATA CORPORATION
            (Exact name of registration as specified in its charter)

           Florida                                     65-0420146
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

                                1291 SW 29 Avenue
                             Pompano Beach, FL 33069
                                 (954) 917-6655
          (Address and Telephone Number of Principal Executive Offices)

                           NON-QUALIFIED STOCK OPTIONS
                   ------------------------------------------
                            (Full Title of the Plan)

                                   Copies to:

        Randy S. Selman                            Joel D. Mayersohn, Esq.
    Chief Executive Officer                         Atlas Pearlman, P.A.
    Visual Data Corporation                      350 East Las Olas Boulevard
       1291 SW 29 Avenue                                 Suite 1700
    Pompano Beach, FL 33069                       Fort Lauderdale, FL 33301
        (954) 917-6655                                 (954) 763-1200
2
CALCULATION OF REGISTRATION FEE

===========================================================================================================
                                                      Proposed              Proposed
                                                       maximum               maximum
                                                      offering              aggregate            Amount of
  Title of securities         Amount to be            price per             offering           registration
   to be registered            registered             share (1)              price                   fee
-----------------------------------------------------------------------------------------------------------
Common Stock, $.0001
par value per share (2)     674,500 shares             $1.83               $1,234,335              $310
===========================================================================================================
(1)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457 under the Securities Act of 1933 (the "Securities
         Act") based on the average of the high and low sale price of the common
         stock as reported on the Nasdaq National Market on June 22, 2001.

(2)      For purposes of estimating the number of shares of the registrant's
         common stock to be included in this registration statement, the
         registrant included an aggregate of 654,500 shares of common stock
         issuable under non-qualified stock options granted to current and
         former officers and employees at exercise prices ranging from $1.75 to
         $15.625 per share and 20,000 shares of our common stock previously
         issued to an employee as compensation. Pursuant to Rule 416, there are
         also being registered such additional number of shares as may be
         issuable as a result of the anti-dilution provisions of the options.
3

PROSPECTUS

                             VISUAL DATA CORPORATION

                         674,500 Shares of Common Stock

                            To Be Issued Pursuant to
                       Outstanding Non-Plan Stock Options

         This prospectus relates to an aggregate of 654,500 shares of our common
stock that may be issued to our current and former officers and employees upon
the exercise of outstanding non-qualified stock options previously granted to
these individuals at exercise prices ranging from $1.75 to $15.625 per share and
20,000 shares of our common stock issued to an employee as compensation.

         The selling security holders may sell all or a portion of the shares of
our common stock from time to time in the over-the-counter market, in negotiated
transactions, directly or through brokers or otherwise, and at market prices
prevailing at the time of such sales or at negotiated prices. We will not
receive any proceeds from sales by selling security holders, except upon
exercise of the options.

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state. No
person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus, and if given or made,
such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock shall, under any circumstances, create any
implication that there has been no change in our affairs since the date hereof.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                 The date of this prospectus is June 25, 2001.
4

                                  OUR BUSINESS

         We are a full service broadband media company that enables businesses
to market their products through various channels including print, television
and the Internet. For the six months ended March 31, 2001, we reported revenues
of $4,036,086 and a net loss of $5,689,296, and for the year ended September 30,
2000, we reported revenues of $5,868,435 and a net loss of $11,401,583.

         We offer our products and services through five groups:

         *        VISUAL DATA NETWORK SOLUTIONS GROUP, which is comprised of our
                  subsidiary Entertainment Digital Network, Inc. (Ednet), is a
                  facilitator of the transfer of audio and video for the
                  entertainment industry. Ednet has established a private
                  wide-area network (WAN) through strategic alliances with long
                  distance carriers, regional telephone companies, satellite
                  operators and independent fiber optic telecommunications
                  providers which enables it to exchange high quality audio,
                  compressed video and multimedia data communications. Our
                  Network Solutions Group, which represented approximately 48%
                  and approximately 71% of our revenues for the six months ended
                  March 31, 2001 and the year ended September 30, 2000,
                  respectively, generates revenues from the sales, rental and
                  installation of equipment, network usage, distribution fees
                  and other related fees.

         *        VISUAL DATA TRAVEL GROUP produces and distributes multi-media
                  presentations for hotels, resorts, attractions, cruises and
                  golf courses to augment the marketing programs for their
                  properties and attract more visitors. Our Travel Group
                  produces concise, broadband-enabled vignettes of the property
                  for our clients, highlighting various features and amenities
                  of the particular property. We distribute these vignettes over
                  the Internet on both our websites as well as some of the
                  largest travel and leisure websites. Our Travel Group, which
                  represented approximately 9% and approximately 6% of our
                  revenues for the six months ended March 31, 2001 and the year
                  ended September 30, 2000, respectively, generates revenues
                  from production and distribution fees. We own or co- own
                  virtually all the content we create, which we believe provides
                  us with desirable content for syndication.

         *        VISUAL DATA ON-LINE BROADCAST AND PRODUCTION GROUP provides an
                  array of corporate-oriented web-based media services to the
                  corporate market including live audio and video webcasting
                  (sending live audio or video programming over the Internet,
                  which is the counterpart to traditional radio and TV
                  broadcasting), corporate announcements, and other information

                                       2
5

                  for distribution over the Internet, broadcast TV and radio. We
                  also provide point-to-point audio and video transport
                  worldwide. Significant to our On- line Broadcast and
                  Production Group is our strategic partnership with the
                  Internet's leading press release service, PR Newswire, which
                  provides us with a global sales force to promote our broadband
                  corporate services packages. Also operating within our On-line
                  Broadcast and Production Group is our MedicalView library
                  which produces and distributes medical lectures and seminars
                  to the both the medical industry and the general public.
                  MedicalView is distributed under syndication and licensing
                  agreements with various websites. Our On-line Broadcast and
                  Production Group, which represented approximately 28% and
                  approximately 18% of our revenues for the six months ended
                  March 31, 2001 and the year ended September 30, 2000,
                  respectively, generates revenues through production and
                  distribution fees.

         *        VISUAL DATA FINANCIAL SOLUTIONS GROUP provides real time,
                  preference- driven financial information to financial
                  professionals as well as to non- professionals with an
                  interest in the financial markets. Through our
                  TheFirstNews.com website, our subscribers are able to listen
                  to live audio excerpts and view short and long version text
                  stories targeted to specific financial market sectors. The
                  information is delivered in real time streaming audio to
                  personal computers, wireless telephones and personal digital
                  assistants. Our Financial Solutions Group, which represented
                  less than 1% of our revenues for each of the six months ended
                  March 31,2001 and the year ended September 30, 2000, generates
                  revenues from monthly subscription fees, revenue sharing
                  arrangements with affiliates, advertising fees and content
                  licensing fees.

         *        VISUAL DATA GOLF, LEISURE AND SYNDICATION GROUP was formed
                  with our recent acquisition of SportSoft Golf which we have
                  renamed the Golf Society of the U.S. Our goal is to develop
                  this division to be a leading golf industry marketing, media
                  and technology provider. The Golf Society of the U.S. has an
                  extensive portfolio of world-class interactive online
                  services, including the www.golfsociety.com and
                  www.golfsyndications.com Web properties, and it is also the
                  publisher of PLAYER magazine. We believe these will provide
                  new channels for our promotion and distribution of our
                  products and services. The Golf, Leisure and Syndication Group
                  , which represented approximately 12% of our revenues for the
                  six months ended March 31, 2001, generates revenues from
                  membership fees, advertising, syndication and fees from the
                  sale of equipment. We recorded no revenues from this group for
                  the year ended September 30, 2000.

                                       3
6

         We use a variety of additional marketing methods, including our
internal sales force, to market our products and services. One key element of
our marketing strategy has been to enter into distribution agreements with
recognized leaders in each of the markets for our products and services. By
offering our products and services in conjunction with the distributors
products, we believe these distribution agreements enable us to take advantage
of the particular distributors' existing marketing programs, sales forces and
business relationships. Contracts with these distributors generally range from
one to two years. For the fiscal year ended September 30, 2000 and the six
months ended March 31, 2001 (unaudited), revenues from our agreements with PR
Newswire have represented approximately 17% and 24%, respectively, of our
revenues. Other than this agreement, no other agreement with a distributor has
represented more than 10% of our revenues during these periods.

         We presently own approximately 51% of Ednet's issued and outstanding
capital stock. In June 2001, we entered into an Agreement and Plan of Merger
with Ednet, which provides that Ednet will merge with a wholly owned subsidiary
of ours to be formed solely for purposes affecting the merger. Ednet will be the
surviving corporation in the merger. In the merger all outstanding shares of
common stock of Ednet shall be converted with the right to receive one share of
our common stock for each 10 shares of Ednet common stock. A meeting of the
shareholders of Ednet is presently scheduled for July 25, 2001 for the purposes
of approving the Agreement and Plan of Merger. We have filed a registration
statement with the SEC which registers up to 1,183,614 shares of our common
stock issuable to the Ednet shareholders in the merger.

         Our executive offices are located at 1291 SW 29th Avenue, Pompano
Beach, Florida 33069. Our telephone number at that location is (954) 917-6655.

                                  RISK FACTORS

         Before you invest in our securities, you should be aware that there are
various risks, including those described below. You should consider carefully
these risk factors together with all of the other information included in or
incorporated by reference into this prospectus before you decide to purchase our
securities.

WE HAVE AN ACCUMULATED DEFICIT AND WE ANTICIPATE CONTINUING LOSSES WHICH MAY
RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.

         We have incurred operating losses since our inception and we have an
accumulated deficit of $33,859,880 at March 31, 2001. For the six months ended
March 31, 2001, we incurred a net loss of $5,689,296. For the years ended
September 30, 2000 and 1999, we incurred net losses of $11,401,583 and
$7,158,376, respectively. Our operating expenses have increased and we continue
to incur

                                       4
7

significant operating losses. Our liquidity has substantially diminished because
of these continuing operating losses. Our future profitability will depend on
substantial increases in revenues from operations. There can be no assurance
that future revenues will grow sufficiently to generate a positive cash flow or
otherwise enable us to be profitable. We may experience significant liquidity
and cash flow problems which will require us to raise additional capital to
continue operations if we are not able to substantially increase our revenues.
We cannot guarantee that future revenues will grow sufficiently to generate
positive cash flow or otherwise enable us to become profitable.

WE CANNOT PREDICT OUR FUTURE REVENUES OR WHETHER OUR PRODUCTS WILL BE ACCEPTED.
IF THE MARKETS FOR OUR PRODUCTS AND SERVICES DO NOT DEVELOP, OUR FUTURE RESULTS
OF OPERATIONS WILL BE ADVERSELY AFFECTED.

         Revenues from our products and services have been limited. We reported
revenues of $4,036,086 and $3,028,147 for the six months ended March 31, 2001
and 2000, respectively. We reported revenues of $5,868,435 and $4,464,157 for
the years ended September 30, 2000 and 1999, respectively. In addition, the
markets for our products and services have only recently begun to develop, are
rapidly evolving and are increasingly competitive. Demand and market acceptance
for recently introduced products and services are subject to a high level of
uncertainty and risk. It is difficult to predict whether, or how fast, these
markets will grow. We cannot guarantee either that the demand for our products
and services will continue to develop or that such demand will be sustainable.
If the market develops more slowly than expected or becomes saturated with our
competitors' products and services, or do not sustain market acceptance, our
business, operating results, and financial condition will be materially and
adversely affected.

WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON
ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL AS NEEDED, THE
FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS WOULD BE SEVERELY LIMITED.

         Historically, our operations have been financed primarily through the
issuance of equity. Our acquisition and internal growth strategy requires
substantial capital investment. Capital is typically needed not only for the
acquisition of additional companies, but also for the effective integration,
operation and expansion of these businesses. Capital is also necessary for the
production and marketing of additional on-line multi-media libraries. Our future
capital requirements, however, depend on a number of factors, including our
ability to grow our revenues and manage our business. Our growth may depend upon
our ability to raise additional capital, possibly through the issuance of
long-term or short-term indebtedness or the issuance of our equity securities in
private or public transactions.

                                       5
8

         If we raise additional capital through the issuance of debt, this will
result in increased interest expense. If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership of
Visual Data held by existing shareholders will be reduced and those shareholders
may experience significant dilution. In addition, new securities may contain
certain rights, preferences or privileges that are senior to those of our common
stock. There can be no assurance that acceptable financing for future
acquisitions or for the integration and expansion of existing operations can be
obtained on suitable terms, if at all. Our ability to continue our growth and
acquisition strategy could suffer if we are unable to raise the additional funds
on acceptable terms which would have the effect of limiting our ability to
increase our revenues or possibly attain profitable operations in the future.

FLUCTUATIONS IN OUR OPERATING RESULTS MAY ADVERSELY AFFECT OUR STOCK PRICE AND
PURCHASERS OF OUR SHARES OF COMMON STOCK MAY LOSE ALL OR A PORTION OF THEIR
INVESTMENT.

         Historically, there has been volatility in the market price for our
common stock. Our quarterly operating results, changes in general conditions in
the economy, the financial markets or the marketing industry, or other
developments affecting us or our competitors, could cause the market price of
our common stock to fluctuate substantially. We expect to experience significant
fluctuations in our future quarterly operating results due to a variety of
factors. Factors that may adversely affect our quarterly operating results
include:

         -        the announcement or introduction of new service and products
                  by us and our competitors;

         -        our ability to upgrade and develop our systems in a timely and
                  effective manner;

         -        our ability to retain existing clients and attract new clients
                  at a steady rate, and maintain client satisfaction;

         -        the level of use of the Internet and online services and the
                  rate of market acceptance of the Internet and other online
                  services for transacting business;

         -        technical difficulties, system downtime, or Internet
                  brownouts;

         -        the amount and timing of operating costs and capital
                  expenditures relating to expansion of our business and
                  operations;

                                       6
9

         -        government regulation; and

         -        general economic conditions and economic conditions specific
                  to the Internet and e-commerce.

         As a result of these factors, in one or more future quarters, our
operating results may fall below the expectations of securities analysts and
investors. In this event, the market price of our common stock would likely be
materially adversely affected. In addition, the stock market in general and the
market prices for Internet-related companies in particular, have experienced
extreme volatility that often has been unrelated to the operating performance of
those companies. These broad market and industry fluctuations may adversely
affect the price of our common stock, regardless of our operating performance.

WE ARE DEPENDENT ON CONTRACTS, SOME OF WHICH ARE SHORT TERM. IF THESE CONTRACTS
ARE TERMINATED, OUR RESULTS OF OPERATIONS WOULD BE MATERIALLY ADVERSELY
AFFECTED.

         We are dependent upon contracts and distribution agreements with our
strategic partners and clients including PR Newswire Corporation. Revenue from
PR Newswire represented approximately 17% and 24% of our consolidated revenue
for the year ended September 30, 2000 and the six months ended March 31, 2001,
respectively. These contracts are generally for terms ranging from one to two
years, however, many of them permit our clients and partners to terminate their
agreements with us on short term notice. Because of the significant nature of
the revenues from these contracts to our consolidated results of operations, the
termination of any of these contracts could have a material adverse effect on
our business operations and prospects.

OUR MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO
MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY ANTICIPATED BENEFITS
OF THESE ACQUISITIONS.

         Our business strategy includes growth through acquisition and internal
development. We are subject to various risks associated with our growth
strategy, including the risk that we will be unable to identify and recruit
suitable acquisition candidates in the future or to integrate and manage the
acquired companies.

         We completed the acquisition of 51% of Ednet in June 1998 and in
February 2001 we completed our acquisition of SportSoft Golf, Inc. The
acquisition of the remaining 49% of Ednet is pending. Acquired companies'
histories, geographical locations, business models and business cultures can be
different from ours in many respects. Our directors and senior management face a
significant challenge in their efforts to integrate our businesses and the
business of the acquired companies or

                                       7
10

assets, and to effectively manage our continued growth. There can be no
assurance that our efforts to integrate the operations of any acquired assets or
companies acquired in the future will be successful, that we can manage our
growth or that the anticipated benefits of these proposed acquisitions will be
fully realized. The dedication of management resources to these efforts may
detract attention from our day-to-day business. There can be no assurance that
there will not be substantial costs associated with these activities or of the
success of our integration efforts, either of which could have a material
adverse effect on our operating results.

THE EXERCISE OF OPTIONS AND WARRANTS WILL BE DILUTIVE TO OUR EXISTING
STOCKHOLDERS.

         As of May 31, 2001 we had outstanding options and warrants to
purchase a total of 12,752,367 shares of our common stock at prices ranging
between $0.00016 and $17.188 per share. We have included 654,500 shares of our
common stock issuable upon exercise of these options and warrants in this
prospectus which means that when the option or warrant is exercised, the holder
may resell the common stock received on the exercise in the public market. The
exercise of these warrants and options may materially adversely affect the
market price of our common stock and will have a dilutive effect on our existing
stockholders.

THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE DEBENTURES
WILL INCREASE AS THE MARKET PRICE OF OUR COMMON STOCK DECREASES.

         We have an aggregate of $2,260,000 principal amount of 6% convertible
debentures outstanding as of the date of this prospectus. The debentures which
are convertible, in whole or in part, at the option of the holders into shares
of our common stock at a conversion price equal to the lesser of:

         -        $2.13 per share, or

         -        90% of the average of the three lowest closing bid prices for
                  the 20 trading days prior to conversion (the "variable
                  conversion price").

         The conversion price of the convertible debentures cannot be less than
$.90 per share; provided that this floor price will be reset to 50% of the
variable conversion price on December 8, 2001. The practical effects of this
conversion formula based upon the current conversion formula are:

         *        If the variable conversion price is above $2.13 per share,
                  then the conversion price is based upon the $2.13 per share
                  formula,

                                       8
11

         *        If the variable conversion price is less than $2.13 per share,
                  then the conversion price is determined by calculating 90% of
                  the three lowest closing bid price of our common stock for the
                  20 trading days prior to conversion, subject to a floor price
                  of $.90 per share.

         Because the conversion price is not fixed, the ultimate number of
shares of common stock issuable if the holders elect to convert the $2,260,000
principal amount of the debentures is unknown at this time. The following table
sets forth:

         *        the number of shares of our common stock that would be
                  issuable upon conversion of the $2,260,000 principal amount of
                  debentures at various conversion prices prior to December 8,
                  2001 based upon an average market price of our common stock of
                  $1.673 per share which is the average of the three lowest
                  closing prices of our common stock as reported on the Nasdaq
                  National Market for the 20 consecutive trading days prior to
                  June 1, 2001, and

         *        the total number of shares of our common stock that would be
                  issuable upon the conversion of all $3,060,000 principal
                  amount of the debentures, giving effect to the debentures
                  which have already been converted.
Shares Issued                          Total Shares(2)
                                                 on Conversion                            Issued on                Total % of(3)
                                                      of               % of(1)           conversion of             Shares issued
Market                         Conversion        $2,260,000 of       Outstanding        all $3,060,000           on conversion of
Price                             Price           Debentures           Shares             Debentures              all Debentures
-----                          ----------        -------------       -----------        --------------            --------------
$1.673 and above                  $1.506           1,500,664            12.0%              2,304,404                   19.7%
$1.255 (25% less
than $1.673)                      $1.130           2,000,000            16.0%              2,803,740                   24.0%
$.837 (50% less
than $1.673)                      $0.900(4)        2,511,111            20.1%              3,314,851                   28.3%
$.418 (75% less
than $1.673)                      $0.900(4)        2,511,111            20.1%              3,314,851                   28.3%
(1)      Based upon 12,501,181 shares issued and outstanding, which includes the
         shares issued previously upon the conversion of $800,000 principal
         amount of the debentures.

(2)      Includes 803,740 shares of our common stock which have previously been
         issued upon the conversion of $800,000 principal amount of the
         debentures.

(3)      Based upon 11,697,441 shares issued and outstanding which does not
         include the 803,740 shares previously issued upon the conversion of
         $800,000 principal amount of the debentures.

                                       9
12

(4)      The conversion price has a floor of $.90 per share until December 8,
         2001.

         We are unable to predict at this time any adjustment in the floor
conversion price on December 8, 2001, and as a result the potential full
dilutive nature of the conversion formula, as it will be based upon an
adjustment calculated on future market prices. The following table, however,
sets forth the number of shares of our common stock that would be issuable upon
the conversion of the remaining $2,260,000 principal amount of debentures at
various conversion prices after December 8, 2001 based upon an assumed average
market price of our common stock of $1.673 per share, and assumed reductions in
the average market price of 25%, 50% and 75%.

                                       10
13
Shares Issued                         Total Shares(2)     Total %(3)
                                                            on Conversion                            issued on         of Shares
                                              Adjusted           of              % of(1)           conversion of       Issued on
Market                    Conversion            Floor       $2,260,000 of      Outstanding        all $3,060,000     conversion of
Price                        Price              Price        Debentures          Shares             Debentures      all Debentures
------                    ----------          ---------     -------------      -----------        --------------    --------------
$1.673 and above             $1.506             $.753         3,001,328          24.0%               3,805,068           32.5%
                                                -----
$1.255 (25% less
than $1.673)                 $1.130             $.565         4,000,000          32.0%               4,803,740           41.1%
$.837 (50% less
than $1.673)                 $ .753             $.377         5,994,695          48.0%               6,798,435           58.1%
$.418 (75% less
than $1.673)                 $ .376             $.188        12,021,277          96.2%              12,825,017          109.6%
(1)      Based upon 12,501,181 shares issued and outstanding, which includes the
         shares issued previously upon the conversion of $800,000 principal
         amount of the debentures.

(2)      Includes 803,740 shares of our common stock which have previously been
         issued upon the conversion of $800,000 principal amount of the
         debentures.

(3)      Based upon 11,697,441 shares issued and outstanding which does not
         include the 803,740 shares previously issued upon the conversion of
         $800,000 principal amount of the debentures.

         The terms of the debentures provide that the number of shares of common
stock into which they are convertible, when added together with all other shares
of our common stock beneficially owned by the holder and its affiliates, cannot
exceed 9.9% of our total issued and outstanding common shares at any one time.
The debenture holders are affiliates, and the number of shares of common stock
owned by each debenture holder would be aggregated for the purposes of
calculating the 9.9% limitation. The terms of the debentures also have the
effect of restricting the amount of debentures which the debentures holders can
convert and sell within any 61 day period. This 9.9% limitation, however, does
not prevent the debenture holders from continually liquidating shares of our
common stock owned by them in order to convert all of the debentures into shares
of our common stock, subject to the terms of the debentures.

                                       11
14

IF THE SELLING SECURITY HOLDERS ALL ELECT TO SELL THEIR SHARES OF OUR COMMON
STOCK AT THE SAME TIME, THE MARKET PRICE OF OUR SHARES MAY DECREASE.

         It is possible that the selling security holders will offer all of the
shares for sale. Further, because it is possible that a significant number of
shares could be sold at the same time hereunder, the sales, or the possibility
thereof, may have a depressive effect on the market price of our common stock.

THE VARIABLE CONVERSION PRICE FORMULA FOR THE DEBENTURES COULD NEGATIVELY AFFECT
THE MARKET PRICE OF OUR COMMON.

         The following are special risks which result from the variable
conversion price formula of the debentures:

*        REDUCTION IN STOCK PRICE. The conversion price of the debentures is
         variable based on the future trading prices of our common stock, with a
         current floor conversion price of $.90 per share. As described above,
         this floor price will be adjusted on December 8, 2001 to 50% of the
         variable conversion price. As a result of the market-related conversion
         price, the number of shares of common stock issuable upon conversion of
         the debentures will be inversely proportionate the market price of the
         common stock at the dates upon which the conversion price may be
         determined.

*        EFFECT OF SHORT SALES BY THIRD PARTIES. As a result of the market-
         related conversion price of the debentures, third parties may take
         significant short positions in our common stock. If this occurs, these
         short positions may have the effect of depressing the trading price of
         our common stock which would result in additional dilutive issuance of
         stock upon the conversion of the debentures. In addition, other selling
         security holders may take short positions in our common stock which
         while not effecting the exercise price of the underlying warrants or
         options held by these selling security holders, could have the effect
         of depressing its trading value and therefore result in additional
         dilutive issuance of stock upon the conversion of the debentures.

*        EFFECT OF ADDITIONAL SHARES IN MARKET. To the extent that holder of the
         debentures converts a portion of the debentures and then sell its
         common stock in the open market, our common stock price may decrease
         due to the additional shares in the market, possibly allowing the
         holder to convert the remaining debentures into greater amounts of
         common stock, further depressing the stock price.

                                       12
15

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR SHAREHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our shareholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Business Corporation Act
also may be deemed to have certain anti-takeover effects which include that
control of shares acquired in excess of certain specified thresholds will not
possess any voting rights unless these voting rights are approved by a majority
of a corporation's disinterested shareholders.

         In addition, our articles of incorporation authorize the issuance of up
to 5,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which no shares
are currently issued and outstanding. Our board of directors may, without
shareholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights which could adversely affect the voting power
or other rights of the holders of our common stock.

             CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

         Some of the information in this prospectus may contain forward-looking
statements. These statements can be identified by the use of forward-looking
words such as "may," "will," "expect," "anticipate," "estimate," "continue" or
other similar words. These statements discuss future expectations, contain
projections of results of operations or financial condition or state other
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in or
incorporated by reference into this prospectus. The risk factors noted in this
section and other factors noted throughout this prospectus or incorporated
herein, including certain risks and uncertainties, could cause our actual
results to differ materially from those contained in any forward-looking
statement.

               VISUAL DATA CORPORATION NON-QUALIFIED STOCK OPTIONS

DESCRIPTION OF THE NON-QUALIFIED STOCK OPTIONS

         On February 9, 1997, we adopted our 1996 Stock Option Plan which
permits us to grant stock options to our employees, advisors, consultants and
non-employee directors which either qualify as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified
options that do not so qualify. The terms of our 1996 Stock Option Plan provide
that options granted to employees under the plan will expire on the earlier of:

         -        a specific date set forth within the option, or

                                       13
16

         -        the expiration of 30 days following the date of termination of
                  the employee's employment by us, other than by reason of death
                  or permanent disability, or
         -        the expiration of 12 months following the date of termination
                  of the employee's employment terminates if such employment
                  termination occurs by reason of their death or permanent
                  disability.

         We have reserved 5,000,000 shares of our common stock for issuance
under this qualified plan, and at May 31, 2001, a total of 2,703,675 options
were outstanding under the qualified plan.

         In addition to granting options under our qualified plan, from time to
time we also grant non-qualified stock options to our employees which are not
granted under our 1996 Stock Option Plan. We use this form of option in
instances where we want the expiration date of the option to extend beyond the
limitations in our 1996 Stock Option Plan described above. At May 31, 2001, a
total of 5,142,411 non-qualified stock options were outstanding. This prospectus
covers an aggregate of 654,500 shares of our common stock underlying
non-qualified stock options which we have previously granted to current and
former officers and employees. The exercise price of these options range from
$1.75 per share to $15.625 per share, which equal the fair market value of our
common stock on the date the respective option was granted, and have terms
ranging from two to five years from the date the option vests.

         All non-qualified stock option grants were made by our board of
directors and are exercisable from time to time, subject to the terms of the
option, by the optionee. The options are transferrable at the discretion of the
optionee. Shares used for non- qualified stock option grants are authorized and
unissued shares. The non-qualified stock options contain customary anti-dilution
provisions which provide that the shares issuable upon the exercise of the
option may be increased, decreased, exchanged or otherwise adjusted due to a
share dividend, forward or reverse share split, recapitalization,
reorganization, merger, consolidation, combination or exchange of shares, an
appropriate and proportionate adjustment shall be made in the number or kind of
shares subject to the unexercised non-qualified stock options and in the
purchase price per share. Any adjustment, however, does not change the total
purchase price payable for the shares subject to outstanding non-qualified stock
options.

         The non-qualified stock options are exercisable by delivery of written
notice to us stating the number of shares with respect to which the option is
being exercised, together with full payment of the purchase price therefor.
Payment is to be made in the form of a cashier's or official bank check or other
immediately available funds.

                                       14
17

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of the shares of our common stock must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption.

                        SALES BY SELLING SECURITY HOLDERS

         This prospectus relates to periodic offers and sales of up to 674,500
of common stock by the selling security holders listed and described below and
their pledgees, donees and other successors in interest. The selling security
holders are all either our current or former officers and employees and these
options were granted to these individuals as compensation. The following table
sets forth,

         o        the name of each selling security holder,
         o        the number of shares owned, and
         o        the number of shares being registered for resale by each
                  selling security holder.

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth herein. All of the shares being registered for resale
under this prospectus for the selling security holders may be offered hereby.
Because the selling security holders may sell some or all of the shares owned by
them which are included in this prospectus, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the shares, no estimate can be given as to the number of shares being offered
hereby that will be held by the selling security holders upon termination of any
offering made hereby. We have, therefore, for the purposes of the following
table assumed that the selling security holders will, if applicable, exercise
the options described below, and sell all of the shares owned by them which are
being offered hereby, but will not sell any other shares of our common stock
that they presently own. Beneficial ownership is determined in accordance with
the rules of the SEC and generally includes voting or investment power with
respect to securities and includes any securities which the person has the right
to acquire within 60 days through the conversion or exercise of any security or
other right. The information as to the number of shares of our common stock
owned by each selling security holder is based upon the information contained in
a record list of our shareholders at June 6, 2001.

                                       15
18
Shares to be
Name of Selling                     Number of             Shares to         Owned After
Selling Holder                    Shares Owned           be Offered           Offering
--------------                    ------------           ----------         ------------
Bill Plough                          40,000              40,000(1)               -0-
Bryan Carmody                        32,500              32,500(2)               -0-
David Chestler                       75,000              75,000(3)               -0-
David Goodman                       100,000             100,000(4)               -0-
Demi Oso                             10,000              10,000(5)               -0-
Gabe Sciolla                         25,000              25,000(6)               -0-
Gary Reich                           20,000              20,000(7)               -0-
Glen Udine                           50,000              50,000(8)               -0-
Jeff Hill                            55,000              55,000(9)               -0-
Joanne Tepper                        25,000              25,000(10)              -0-
Kelly Tepper                          5,000               5,000(11)              -0-
Li Lin                                7,000               7,000(12)              -0-
Magdallena Hoff                       5,000               5,000(13)              -0-
Marc Goldstein                       10,000              10,000(14)              -0-
Mark Schneider                       35,000              35,000(15)              -0-
Pauline Schneider                   120,000             120,000(16)              -0-
Pete Conomikes                        5,000               5,000(17)              -0-
Richard Paris                         2,500               2,500(18)              -0-
Robert Burns                         10,000              10,000(19)              -0-
Ryan Shahoud                         22,500              22,500(20)              -0-
James Hoffman                        20,000              20,000(21)              -0-
                                    -------             -------                  ---

         Total                      674,500             674,500                  -0-
                                    =======             =======                  ===
(1)      Includes shares issuable upon the exercise of an option expiring in
         December 2002 to purchase 40,000 shares of our common stock at an
         exercise price of $2.25 per share.

(2)      Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 32,500 shares of our common stock at an exercise
         price of $2.00 per share.

(3)      Includes shares issuable upon the exercise of an option expiring in
         October 2002 to purchase 75,000 shares of our common stock at an
         exercise price of $2.125 per share.

(4)      Includes shares issuable upon the exercise of (i) an option expiring in
         September 2001 to purchase 50,000 shares at an exercise price of $2.50
         per share, and (ii) an option expiring in January 2002 to purchase
         50,000 shares at an exercise price of $2.50 per share.

(5)      Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 10,000 shares of our common stock an exercise
         price of $2.00 per share.

(6)      Includes shares issuable upon the exercise of an option expiring in
         March 2005 to purchase 25,000 shares of our common stock an exercise
         price of $2.00 per share, vesting in March 2002.

(7)      Includes shares issuable upon the exercise of an option expiring in
         August 2002 to purchase 20,000 shares of our common stock an exercise
         price of $2.938 per share.

                                       16
19

(8)      Includes shares issuable upon the exercise of an option expiring in
         November 2002 to purchase 50,000 shares of our common stock an exercise
         price of $2.125 per share.

(9)      Includes shares issuable upon the exercise of (i) an option expiring at
         15,000 shares each in November 2003, 2004 and 2005 to purchase 45,000
         shares of our common stock an exercise price of $2.125 per share, and
         (ii) an option expiring in March 2003 to purchase 10,000 shares of our
         common stock at an exercise price of $11.25 per share.

(10)     Includes shares issuable upon the exercise of (i) an option expiring in
         November 2002 to purchase 5,000 shares of our common stock at an
         exercise price of $2.125 per share, and (ii) an option expiring in May
         2004 to purchase 20,000 shares of our common stock an exercise price of
         $2.875 per share.

(11)     Includes shares issuable upon the exercise of an option expiring in
         February 2003 to purchase 5,000 shares of our common stock at an
         exercise price of $12.938 per share.

(12)     Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 7,000 shares of our common stock an exercise
         price of $2.00 per share.

(13)     Includes shares issuable upon the exercise of an option expiring in
         March 2002 to purchase 5,000 shares of our common stock an exercise
         price of $2.00 per share.

(14)     Includes shares issuable upon the exercise of an option expiring in
         August 2003 to purchase 10,000 shares of our common stock at an
         exercise price of $2.06 per share.

(15)     Includes shares issuable upon the exercise of (i) an option expiring in
         April 2002 to purchase 5,000 shares of our common stock an exercise
         price of $2.125 per share, and (ii) an option granted expiring in May
         2004 to purchase 30,000 shares of our common stock an exercise price of
         $2.875 per share.

(16)     Includes shares issuable upon the exercise of (i) an option expiring in
         November 2002 to purchase 70,000 shares of our common stock at an
         exercise price of $2.125 per share, and (ii) an option expiring in May
         2004 to purchase 50,000 shares of our common stock an exercise price of
         $2.875 per share.

(17)     Includes shares issuable upon the exercise of an option expiring in
         November 2002 to purchase 5,000 shares of our common stock at an
         exercise price of $2.125 per share.

(18)     Includes shares issuable upon the exercise of an option expiring in
         June 2004 to purchase 2,500 shares of our common stock an exercise
         price of $15.625 per share.

(19)     Includes shares issuable upon the exercise of an option expiring in
         February 2004 to purchase 10,000 shares of our common stock an exercise
         price of $1.75 per share.

(20)     Includes shares issuable upon the exercise of an option expiring in
         November 2002 to purchase 22,500 shares of our common stock an exercise
         price of $2.125 per share.

(21)     Includes shares of our common stock issued as compensation to Mr.
         Hoffman, employee.

                                       17
20
                              PLAN OF DISTRIBUTION

         The shares offered hereby by the selling security holders may be sold
from time to time by the selling security holders, or by pledgees, donees,
transferees or other successors in interest. These sales may be made on one or
more exchanges or in the over-the-counter market including the Nasdaq National
Market of The Nasdaq Stock Market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares may be sold by one or more of the following
methods, including, without limitation:

         -        a block trade in which the broker-dealer so engaged will
                  attempt to sell the shares as agent, but may position and
                  resell a portion of the block as principal to facilitate the
                  transaction;

         -        purchases by a broker or dealer as principal and resale by a
                  broker or dealer for its account under this prospectus;

         -        ordinary brokerage transactions and transactions in which the
                  broker solicits purchasers;

         -        face-to-face or other direct transactions between the selling
                  security holders and purchasers without a broker-dealer or
                  other intermediary; and

         -        ordinary brokerage transactions and transactions in which the
                  broker solicits purchasers.

         In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate in the resales.
Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling security holders in amounts to be
negotiated in connection with the sale. These broker-dealers and agents and any
other participating broker- dealers, or agents may be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with the
sales. In addition, any securities covered by this prospectus that qualify for
sale under Rule 144 might be sold under Rule 144 rather than under this
prospectus.

         In connection with distributions of the shares or otherwise, the
selling security holders may enter into hedging transactions with
broker-dealers. In connection with the transactions, broker-dealers may engage
in short sales of the shares registered hereunder in the course of hedging the
positions they assume with selling security holders. The selling security
holders may also sell shares short and deliver the shares to close out the
positions. The selling security holders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of

                                       18
21

the shares registered hereunder, which the broker-dealer may resell under this
prospectus. The selling security holders may also pledge the shares registered
hereunder to a broker or dealer and upon a default, the broker or dealer may
effect sales of the pledged shares under this prospectus.

         Information as to whether an underwriter(s) who may be selected by the
selling security holders, or any other broker-dealer, is acting as principal or
agent for the selling security holders, the compensation to be received by
underwriters who may be selected by the selling security holders, or any
broker-dealer, acting as principal or agent for the selling security holders and
the compensation to be received by other broker-dealers, in the event the
compensation of other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the shares
may be required to deliver a copy of this prospectus, including the supplement,
if any, to any person who purchases any of the shares from or through a dealer
or broker.

         We have advised the selling security holders that during the time as
they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.

         Sales of securities by us and the selling security holders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

COMMON STOCK

         As of June 20, 2001, there were 12,501,181 shares of common stock
outstanding. All outstanding shares of common stock are, and all shares of
common stock to be outstanding upon completion of this offering will be, validly
authorized and issued, fully paid, and non-assessable.

         The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Holders of
common stock are entitled to receive ratably such dividends as may be declared
by the board of directors

                                       19
22

out of funds legally available therefor. In the event of our liquidation,
dissolution, or winding up, holders of our common stock are entitled to share
ratably in all of our assets remaining after payment of liabilities and
liquidation preferences of any outstanding shares of preferred stock. Holders of
common stock have no preemptive rights or other subscription rights to convert
their shares into any other securities.

PREFERRED STOCK

         Our Board of Directors has the authority, without further action by our
shareholders, to issue 5,000,000 shares of preferred stock, in one or more
series and to fix the privileges and rights of each series. These privileges and
rights may be greater than those of the common stock. We have previously
designated two series of preferred stock consisting of 300 shares designated as
Series A Convertible Preferred Stock, of which 150 shares were issued and
subsequently converted, and 150 shares designated as Series A-1 Convertible
Preferred Stock, all of which were issued and subsequently converted. Upon such
conversions, the shares of preferred stock so designated have been returned to
our treasury and remain preferred stock with no designation. Our Board of
Directors, without further shareholder approval, can issue preferred stock with
voting, conversion or other rights that could adversely affect the voting power
and other rights of the holders of common stock. This type of "blank check
preferred stock" makes it possible for us to issue preferred stock quickly with
terms calculated to delay or prevent a change in our control or make removal of
our management more difficult.

TRANSFER AGENT

         The transfer agent and registrar for our common stock is Interwest
Stock Transfer Company, 1981 East Murray Holladay Road, Suite 100, Salt Lake
City, Utah 84117.

                                  LEGAL MATTERS

         Certain legal matters in connection with the securities being offered
hereby will be passed upon for us by Atlas Pearlman, P.A., 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.

                                     EXPERTS

         The consolidated financial statements of Visual Data Corporation and
subsidiaries as of and for the years ended September 30, 2000 and 1999,
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent certified public accountants, as indicated in their
report with respect

                                       20
23

thereto, and are incorporated herein in reliance upon the authority of said firm
as experts in giving said report.

         The consolidated financial statements of SportSoft Golf, Inc. and
subsidiaries as of December 31, 1999 and 2000, and for the period from inception
(June 4, 1999) to December 31, 1999 and for the year ended December 31, 2000,
incorporated by reference in this prospectus have been audited by Arthur
Andersen LLP, independent certified public accountants, as indicated in their
report with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in giving said report.

                                 INDEMNIFICATION

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a) the officer or director conducted himself or herself in good faith;

         (b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and

         (c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the SEC, this indemnification is against public policy as expressed
in the securities laws, and is, therefore unenforceable.

                                       21
24
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         We have filed with the SEC a registration statement on Form S-8. This
prospectus is part of the registration statement. It does not contain all of the
information set forth in the registration statement. For further information
about Visual Data and its common stock, you should refer to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to in this prospectus are not necessarily
complete. Where a contract or other document is an exhibit to the registration
statement, each of you should review the provisions of the exhibit to which
reference is made. You may obtain these exhibits from the SEC as discussed
below.

         We are required to file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
more information on the operation of the public reference rooms. Copies of our
SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below, any of such documents filed since the date this
registration statement was filed and any future filings with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the offering is completed.

         -        our annual report on Form 10-KSB/A for the fiscal year ended
                  September 30, 2000, as amended

         -        our current report on Form 8-K filed on January 3, 2000

         -        our quarterly reports on Forms 10-QSB for the periods ended
                  December 31, 2000, as amended, and March 31, 2001,

         -        our proxy statement filed on February 20, 2001 for our annual
                  meeting of shareholders held on March 30, 2001,

         -        our current report on Form 8-K filed on March 9, 2001,

                                      II-1
25

         -        our current report on Form 8-K/A filed on March 16, 2001,

         -        our current report on Form 8-K/A filed on May 3, 2001,

         -        our current report on Form 8-K filed on May 29, 2001, and

         -        our current report on Form 8-K filed on June 12, 2001.

         Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

         You may request a copy of these filings, at no cost, by writing or
calling us at the following address and telephone number:

         Corporate Secretary
         Visual Data Corporation
         1291 SW 29 Avenue
         Pompano Beach, Florida 33069
         954-917-6655.

Item 4. Description of Securities

         A description of the our securities is set forth in the prospectus
incorporated as a part of this registration statement.

Item 5. Interests of Named Experts and Counsel

         Not Applicable.

Item 6. Indemnification of Directors and Officers

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a) the officer or director conducted himself or herself in good faith;

         (b) his or her conduct was in our best interests, or if the conduct was
not in an official capacity, that the conduct was not opposed to our best
interests; and

                                      II-2
26

         (c) in the case of a criminal proceeding, he or she had no reasonable
cause to believe that his or her conduct was unlawful. We may not indemnify our
officers or directors in connection with a proceeding by or in our right, where
the officer or director was adjudged liable to us, or in any other proceeding,
where our officer or director are found to have derived an improper personal
benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

Item 7. Exemption From Registration Claimed

         Persons eligible to receive grants of non-qualified stock options will
have an existing relationship with us and will have access to comprehensive
information about us to enable them to make an informed investment decision. The
recipient must express an investment intent and consent to the imprinting of a
legend on the securities restricting their transferability except in compliance
with applicable securities laws.

Item 8. Exhibits

         4.1      Form of Option to Purchase Common Stock*

         5.1      Opinion and Consent of Atlas Pearlman, P.A. [includes
                  Exhibit 23(i)].*

         23.1     Consent of Independent Certified Public Accountants.*

--------------------
*    Filed herewith.

Item 9. Undertakings

         Visual Data will:

         1. File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

                  i. Include any prospectus required by section 10(a)(3) of the
Securities Act;

                  ii. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of

                                      II-3
27

securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospects
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  iii. Include any additional or changed material information on
the plan of distribution.

         2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial BONA
FIDE offering.

         3. File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

                                      II-4
28
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach and the State of Florida, on the
25th day of June, 2001.

                                       VISUAL DATA CORPORATION

                                       By: /s/ Randy S. Selman
                                           -------------------------------------
                                           Randy S. Selman
                                           Chairman of the Board,
                                           Chief Executive Officer and President

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Randy S. Selman as his or her
attorney-in-fact, with the power of substitution, for him or her in any and all
capacities, to sign any amendment or post-effective amendment to this
Registration Statement on Form S-8 or abbreviated registration statement
(including, without limitation, any additional registration filed pursuant to
Rule 462 under the Securities Act of 1933) with respect hereto and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                              Title                                               Date
         ---------                              -----                                               ----
/s/ Randy S. Selman                  President, Chief Executive                                June 25, 2001
--------------------------------     and Chairman of the Board
Randy S. Selman

/s/ Gail Babitt                      Chief Financial Officer and                               June 25, 2001
---------------------------------    Principal Accounting Officer
Gail Babitt

/s/ Alan Saperstein                  Executive Vice President                                  June 25, 2001
--------------------------------     and Director
Alan Saperstein

/s/ Benjamin Swirsky                 Director                                                  June 25, 2001
--------------------------------
Benjamin Swirsky

/s/ Brian K. Service                 Director                                                  June 25, 2001
--------------------------------
Brian K. Service

/s/ Eric Jacobs                      Secretary and Director                                    June 25, 2001
--------------------------------
Eric Jacobs

/s/ Robert U. Wussler                Director
--------------------------------                                                               June 25, 2001
Robert T. Wussler
II-5