<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 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
of incorporation or organization)                          Identification No.)



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




                 VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN
          ------------------------------------------------------------
                            (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



The prospectus included in this registration statement is a combined prospectus
relating to registration statement no. 333-39137.



<PAGE>   2





                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==============================================================================================================
                                                      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          4,800,000 shares           $1.50              $21,288,701            $5,324
--------------------------------------------------------------------------------------------------------------
</TABLE>


(1)        Estimated solely for the purpose of calculating the registration fee,
           and based on the average of the high and low prices as reported by
           Nasdaq on June 29 , 2001 in accordance with Securities Act Rule
           457(c) and based upon the exercise price of the outstanding options
           pursuant to Rule 457(h).

         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.

Explanatory Paragraph

         This registration statement is being filed for the purpose of
increasing the number of shares of our common stock issuable upon the exercise
of options granted under our 1996 Stock Option Plan. A registration statement on
Form S-8 relating to 200,000 shares of our common stock covered by the 1996
Stock Option Plan was filed on October 31, 1997 (SEC File No. 333-39137), and is
currently effective (the "earlier registration statement"). The earlier
registration statement is hereby incorporated by reference. Pursuant to the
provisions of Instruction E to Form S-8 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the prospectus which forms a part of
this registration statement shall be combined with the prospectus forming a part
of the earlier registration statement.


<PAGE>   3



PROSPECTUS

                             VISUAL DATA CORPORATION

                        4,800,000 Shares of Common Stock
                          To Be Issued Pursuant to the
                 Visual Data Corporation 1996 Stock Option Plan

         This prospectus relates to an aggregate of 4,800,000 shares of our
common stock that may be issued upon the exercise of stock options granted under
our 1996 Stock Option Plan. The options may be issued under our 1996 Stock
Option Plan to our officers, directors, key employees and consultants pursuant
to the exercise of non-qualified or incentive stock options. At May 31, 2001 we
had outstanding options outstanding under our 1996 Stock Option Plan to purchase
a total of 2,703,675 shares of our common stock.

         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.

         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 July 3, 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:

         o  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.

         o  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.

         o  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


                                       2
<PAGE>   5


            other information 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 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 for the year ended September 30, 2000, respectively,
            generates revenues through production and distribution fees.

         o  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.

         o  VISUAL DATA GOLF, LEISURE AND SYNDICATION GROUP was formed with our
            recent acquisition of SportSoft Golf, Inc. 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
<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, 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


                                       4
<PAGE>   7


$7,158,376, respectively. Our operating expenses have increased and we continue
to incur 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 assets, and to effectively manage our
continued growth. There can be no assurance that our efforts to integrate the



                                       7
<PAGE>   10

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. 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:

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

         o  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.



                                       8
<PAGE>   11

         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:

         o  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

         o  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.

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


                                       9
<PAGE>   12


         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 debenture 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.

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


                                       11
<PAGE>   14


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:

         o  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 to the market price of the common stock at the dates
            upon which the conversion price may be determined.

         o  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.

         o  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.

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



                                       12
<PAGE>   15

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 1996 STOCK OPTION PLAN

         On February 9, 1997, our Board of Directors and a majority of our
shareholders adopted our 1996 Stock Option Plan. The purpose of the plan is to
increase the employees', advisors', consultants' and non-employee directors'
proprietary interest in us, to align more closely their interests with the
interests of our shareholders and to enable us to attract and retain the
services of experienced and highly qualified employees and non-employee
directors.

         We have reserved an aggregate of 5,000,000 shares of common stock for
issuance pursuant to options granted under the plan. At May 31, 2001 we had
granted options under our 1996 Stock Option Plan to purchase 2,703,675 shares of
our common stock at exercise prices ranging from $1.281 to $17.188 per share.
The Compensation Committee of our Board of Directors administers the plan
including, without limitation, the selection of the persons who will be granted
plan options under the 1996 Stock Option Plan, the type of plan options to be


                                       13
<PAGE>   16


granted, the number of shares subject to each plan option and the plan option
price.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended (the
"IRS Code"), or options that do not so qualify. In addition, our 1996 Stock
Option Plan also allows for the inclusion of a reload option provision, which
permits an eligible person to pay the exercise price of the plan option with
shares of our common stock owned by the eligible person and to receive a new
plan option to purchase shares of common stock equal in number to the tendered
shares. Any incentive option granted under our 1996 Stock Option Plan must
provide for an exercise price of not less than 100% of the fair market value of
the underlying shares on the date of such grant, but the exercise price of any
incentive option granted to an eligible employee owning more than 10% of our
common stock must be at least 110% of such fair market value as determined on
the date of the grant.

         The term of each plan option and the manner in which it may be
exercised is determined by the Compensation Committee, provided that no plan
option may be exercisable more than 10 years after the date of its grant and, in
the case of an incentive option granted to an eligible employee owning more than
10% of our common stock, no more than five years after the date of the grant. In
any case, the exercise price of any stock option granted under our 1996 Stock
Option Plan will not be less than 85% of the fair market value of the common
stock on the date of grant. The exercise price of non-qualified options shall be
determined by the Compensation Committee.

         The per share purchase price of shares subject to plan options granted
under the plan may be adjusted in the event of certain changes in our
capitalization, but any such adjustment shall not change the total purchase
price payable upon the exercise in full of plan options granted under our 1996
Stock Option Plan. Officers, directors and key employees of and consultants to
us and our subsidiaries will be eligible to receive non-qualified options under
the plan. Only our officers, directors and employees who are employed by us or
by any of our subsidiaries thereof are eligible to receive incentive options.

         All plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution and, during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than due to his or her death, disability or
termination for cause, or if an optionee is not our employee but is a member of
our Board of Directors and his or her service as a director is terminated for
any reason, other than due to his or her death or disability, the plan option
granted may be exercised on the earlier of the expiration date or 30 days
following the date of termination. If the optionee dies during the term of his


                                       14
<PAGE>   17


or her employment, the plan option granted to him or her shall lapse to the
extent unexercised on the earlier of the expiration date of the plan option or
the date one year following the date of the optionee's death. If the optionee is
permanently and totally disabled within the meaning of Section 22(c)(3) of the
IRS Code, the plan option granted to him or her lapses to the extent unexercised
on the earlier of the expiration date of the option or one year following the
date of such disability.

         The Compensation Committee may amend, suspend or terminate our 1996
Stock Option Plan at any time, except that no amendment shall be made which (i)
increases the total number of shares subject to the plan or changes the minimum
purchase price therefore (except in either case in the event of adjustments due
to changes in our capitalization), (ii) affects outstanding plan options or any
exercise right thereunder, (iii) extends the term of any plan option beyond 10
years, or (iv) extends the termination date of the plan.

         Unless our 1996 Stock Option Plan shall be earlier suspended or
terminated, the plan shall terminate 10 years from the date of the plan's
adoption. Any such termination of our 1996 Stock Option Plan shall not affect
the validity of any plan options previously granted thereunder.

Federal Income Tax Effects

         The following discussion applies to our 1996 Stock Option Plan and is
based on federal income tax laws and regulations in effect on December 31, 2000.
It does not purport to be a complete description of the federal income tax
consequences of the plan, nor does it describe the consequences of state, local
or foreign tax laws which may be applicable. Accordingly, any person receiving a
grant under the plan should consult with his or her own tax adviser.

         Our 1996 Stock Option Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the IRS Code.

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the option exercise price is an
item of tax preference under Section 57(a)(3) of the IRS Code and may be subject
to the alternative minimum tax imposed by Section 55 of the IRS Code. Upon
disposition of stock acquired on exercise of an incentive stock option,
long-term capital gain or loss is recognized in an amount equal to the
difference between the sales price and the incentive stock option exercise
price, provided that the option holder has not disposed of the stock within two
years from the date of grant and within one year from the date of exercise. If
the incentive stock option holder disposes of the acquired stock (including the


                                       15
<PAGE>   18


transfer of acquired stock in payment of the exercise price of an incentive
stock option) without complying with both of these holding period requirements
("Disqualifying Disposition"), the option holder will recognize ordinary income
at the time of such Disqualifying Disposition to the extent of the difference
between the exercise price and the lesser of the fair market value of the stock
on the date the incentive stock option is exercised (the value six months after
the date of exercise may govern in the case of an employee whose sale of stock
at a profit could subject him to suit under Section 16(b) of the Securities
Exchange Act of 1934) or the amount realized on such Disqualifying Disposition.
Any remaining gain or loss is treated as a short-term or long-term capital gain
or loss, depending on how long the shares are held. In the event of a
Disqualifying Disposition, the incentive stock option tax preference described
above may not apply (although, where the Disqualifying Disposition occurs
subsequent to the year the incentive stock option is exercised, it may be
necessary for the employee to amend his or her return to eliminate the tax
preference item previously reported). We are not entitled to a tax deduction
upon either exercise of an incentive stock option or disposition of stock
acquired pursuant to such an exercise, except to the extent that the option
holder recognized ordinary income in a Disqualifying Disposition.

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive stock option. If an exercise is
effected using shares previously acquired through the exercise of an incentive
stock option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1934, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month



                                       16
<PAGE>   19

period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

Restrictions Under Securities Laws

         The sale of our common stock issuable upon the exercise of plan option
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 promulgated under the Securities Act
or other applicable exemption. Our officers, directors and 10% and greater
stockholders may also be subject to the "short swing" profit rule of Section
16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

         This prospectus covers the shares of our common stock issuable upon the
exercise of options under our 1996 Stock Option Plan and the subsequent resale
of the shares of our common stock by selling security holders who are our
affiliates. The shares of our common stock being reoffered by our affiliates
pursuant to this prospectus are deemed to be control shares as that term is
defined in Rule 405 of the Securities Act.

         The following table sets forth,

         o  the name of each selling security holder who is our affiliate as
            that term is defined in the Securities Act,

         o  the number of shares owned, and

         o  the number of shares being registered for resale by each affiliated
            selling security holder.

         o  the percentage of our common stock to be owned by the affiliated
            selling security holder following completion of such offering (based
            on 12,501,181 shares of our common stock outstanding at June 25,
            2001), and adjusted to give effect to the issuance of shares upon
            the exercise of the named affiliate selling security holder's
            options to be offered hereby, but excludes shares issuable upon the
            exercise of any other option held by the affiliated selling security
            holder or any shares issuable upon the exercise of any other
            person's options.


                                       17
<PAGE>   20


         We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the following table. 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 or which can be acquired upon the
exercise of options granted outside of our 1996 Stock Option Plan.

         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.

<TABLE>
<CAPTION>

                                                                                                   PERCENTAGE
                                                                            SHARES TO BE           TO BE OWNED
NAME OF SELLING                     NUMBER OF             SHARES TO          OWNED AFTER             AFTER
SECURITY HOLDER                   SHARES OWNED           BE OFFERED           OFFERING              OFFERING
---------------                   ------------           ----------         ------------           -----------
<S>                                 <C>                    <C>                <C>                     <C>
Randy S. Selman(1)                  1,675,849              665,000             1,010,849              7.2%
Alan M. Saperstein(2)               1,697,173              665,000             1,032,173              7.3%
George Stemper (3)                    100,000              175,000                25,000                *
Gail Babitt (4)                       125,000              175,000                25,000                *
Benjamin Swirsky(5)                   210,000              160,000               100,000                *
Brian K. Service(6)                   260,000              160,000               150,000                *
Eric Jacobs(7)                        238,600              150,000               138,600                *
Robert Wussler(8)                     100,000              150,000                     0                0
</TABLE>

--------------
*    Less than 1%


(1)  The number of shares owned includes options to acquire an aggregate of
     32,230 shares of common stock at an exercise price of $.00016 per share,
     options to acquire an aggregate of 875,000 shares of common stock at an
     exercise price of $2.125 per share, options to purchase 315,000 shares of
     common stock at an exercise price of $16.00 per share and options to
     purchase 350,000 shares of common stock at an exercise price of $2.00 per
     share, but excludes an option to purchase 250,000 shares of common stock at
     an exercise price of $8.875 per share, which has not yet vested. The number



                                       18
<PAGE>   21


     of shares offered includes shares of our common stock issuable upon the
     exercise of option to purchase 315,000 shares at an exercise price of
     $16.00 per share and an option to purchase 350,000 shares at an exercise
     price of $2.00 per share, both of which were granted under our 1996 Stock
     Option Plan.

(2)  The number of shares owned includes options to acquire an aggregate of
     32,230 shares of common stock at an exercise price of $.00016 per share,
     options to acquire an aggregate of 875,000 shares of common stock at an
     exercise price of $2.125 per share, options to purchase 315,000 shares of
     common stock at an exercise price of $16.00 per share and options to
     purchase 350,000 shares of common stock at an exercise price of $2.00 per
     share, but excludes an option to purchase 250,000 shares of common stock at
     an exercise price of $8.875 per share, which has not yet vested. The number
     of shares offered includes shares of our common stock issuable upon the
     exercise of option to purchase 315,000 shares at an exercise price of
     $16.00 per share and an option to purchase 350,000 shares at an exercise
     price of $2.00 per share, both of which were granted under our 1996 Stock
     Option Plan.

(3)  The number of shares owned includes an option to purchase 75,000 shares of
     our common stock at an exercise price of $2.00 per share and an option to
     purchase 25,000 shares of our common stock at an exercise price of $2.00
     per share, but excludes an option to purchase 100,000 shares at $4.188 per
     share which has not yet vested. The number of shares offered includes
     shares of our common stock issuable upon the exercise of an option to
     purchase 75,000 shares of our common stock at $2.00 per share and an option
     to purchase 100,000 shares of our common stock at $4.188 per share, both of
     which were granted under our 1996 Stock Option Plan.

(4)  The number of shares owned includes an option to purchase 100,000 shares of
     our common stock at an exercise price of $2.00 per share and an option to
     purchase 25,000 shares of our common stock at an exercise price of $2.00
     per share, but excludes an option to purchase 75,000 shares at $2.031 per
     share which has not yet vested. The number of shares offered includes
     shares of our common stock issuable upon the exercise of an option to
     purchase 100,000 shares of our common stock at $2.00 per share and an
     option to purchase 75,000 shares of our common stock at $2.031 per share,
     both of which were granted under our 1996 Stock Option Plan.

(5)  The number of shares owned includes an option to purchase 35,000 shares of
     common stock at an exercise price of $16.00, an option to purchase 75,000
     shares of common stock at $2.00 per share, and an option to purchase
     100,000 shares of common stock at $2.125 per share, but excludes an option
     to acquire 50,000 shares of common stock at an exercise price of $7.50 per
     share which has not yet vested. The number of shares offered includes
     shares of our common stock issuable upon the exercise of an option to
     purchase 75,000 shares of our common stock at $2.00 per share, an option to
     purchase 35,000 shares of our common stock at $16.00 per share and an
     option to purchase 50,000 shares of our common stock at $7.50 per share,
     all of which were granted under our 1996 Stock Option Plan.

(6)  The number of shares owned includes an option to purchase 35,000 shares of
     common stock at an exercise price of $16.00, an option to purchase 75,000
     shares of common stock at $2.00 per share, options to purchase 125,000
     shares of common stock at $2.125 per share and an option to purchase 25,000
     shares at $3.00 per share, but excludes an option to acquire 50,000 shares
     of common stock at an exercise price of $7.50 per share which has not yet
     vested. The number of shares offered includes shares of our common stock
     issuable upon the exercise of an option to purchase 75,000 shares of our
     common stock at $2.00 per share, an option to purchase 35,000 shares of our



                                       19
<PAGE>   22

     common stock at $16.00 per share and an option to purchase 50,000 shares of
     our common stock at $7.50 per share, all of which were granted under our
     1996 Stock Option Plan.

(7)  The number of shares owned includes an option to acquire 75,000 shares of
     common stock at an exercise price of $2.00 per share, an option to purchase
     25,000 shares of common stock at $7.50 per share, and an option to purchase
     75,000 shares at $2.125 per share, but excludes options to acquire 50,000
     shares of common stock at an exercise price of $7.50 per share which have
     not yet vested. The number of shares offered includes shares of our common
     stock issuable upon the exercise of an option to purchase 75,000 shares of
     our common stock at $2.00 per share, options to purchase 25,000 shares of
     our common stock at $7.50 per share and options to purchase 50,000 shares
     of our common stock at $7.50 per share, all of which were granted under our
     1996 Stock Option Plan.

(8)  The number of shares owned includes an option to acquire 25,000 shares of
     common stock at an exercise price of $2.875 per share and an option to
     purchase 75,000 shares of common stock at $2.00 per share, but excludes an
     option to acquire 50,000 shares of common stock at an exercise price of
     $17.188 per share which has not yet vested. The number of shares offered
     includes shares of our common stock issuable upon the exercise of an option
     to purchase 75,000 shares of our common stock at $2.00 per share, an option
     to purchase 25,000 shares of our common stock at $2.875 per share and an
     option to purchase 50,000 shares of our common stock at $17.188 per share,
     all of which were granted under our 1996 Stock Option Plan.

                              PLAN OF DISTRIBUTION

         The shares offered hereby by the selling security holders may be sold
from time to time by the selling security holders 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:

         o  on the Nasdaq National Market or on such exchanges or
            over-the-counter markets on which our shares may be listed from
            time-to-time, in transactions which may include special offerings,
            exchange distributions and/or secondary distributions, pursuant to
            and in accordance with the rules of such exchanges, including sales
            to underwriters who acquire the shares for their own account and
            resell them in one or more transactions or through brokers, acting
            as principal or agent;

         o  in transactions other than on such exchanges or in the
            over-the-counter market, or a combination of such transactions,
            including sales through brokers, acting as principal or agent, sales
            in privately negotiated transactions, or dispositions for value by
            any selling security holder to its partners or members, subject to
            rules relating to sales by affiliates;


                                       20
<PAGE>   23


         o  through the issuance of securities by issuers other than us,
            convertible into, exchangeable for, or payable in our shares; or

         o  through the writing of options on our shares, whether or not such
            options are listed on an exchange, or other transactions requiring
            delivery of our shares, or the delivery of our shares to close out a
            short position.

         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 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


                                       21
<PAGE>   24


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 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



                                       22
<PAGE>   25

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 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.


                                       23
<PAGE>   26


         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.


                                       24
<PAGE>   27

                                     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, 2001

         -  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,


                                      II-1
<PAGE>   28


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

         -  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 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>   29


         (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

         Not Applicable.

Item 8. Exhibits

         4.1      Visual Data Corporation 1996 Stock Option Plan*

         5.1      Opinion Atlas Pearlman, P.A.**

         23.1     Consent of Independent Certified Public Accountants.**

--------------------
*        Incorporated herein by reference to Exhibit 10(e) to the Registration
         Statement on Form SB-2, as amended, file number 333-18819, as declared
         effective by the SEC on July 30, 1997.

**       Filed herewith.


                                      II-3
<PAGE>   30

                                   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
3rd day of July, 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            July 3, 2001
-------------------------------------                and Chairman of the Board
Randy S. Selman


                                                     Chief Financial Officer and           July 3, 2001
/s/ GAIL BABITT                                      Principal Accounting Officer
-------------------------------------
Gail Babitt


/s/ ALAN SAPERSTEIN                                   Executive Vice President             July 3, 2001
-------------------------------------                 and Director
Alan Saperstein

</TABLE>

                                      II-4
<PAGE>   31

<TABLE>
<CAPTION>

         SIGNATURE                                          TITLE                              DATE
         ---------                                          -----                              ----
<S>                                                  <C>                                   <C>

/s/ BENJAMIN SWIRSKY                                 Director                             July 3, 2001
-------------------------------------
Benjamin Swirsky

/s/ BRIAN K. SERVICE                                 Director                             July 3, 2001
-------------------------------------
Brian K. Service

/s/ ERIC JACOBS                                      Secretary and Director               July 3, 2001
-------------------------------------
Eric Jacobs

/s/ ROBERT T. WUSSLER                                Director                             July 3, 2001
-------------------------------------
Robert T. Wussler
</TABLE>

                                      II-5
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1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 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
of incorporation or organization)                          Identification No.)

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

                 VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN
          ------------------------------------------------------------
                            (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

The prospectus included in this registration statement is a combined prospectus
relating to registration statement no. 333-39137.
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          4,800,000 shares           $1.50              $21,288,701            $5,324
--------------------------------------------------------------------------------------------------------------
(1)        Estimated solely for the purpose of calculating the registration fee,
           and based on the average of the high and low prices as reported by
           Nasdaq on June 29 , 2001 in accordance with Securities Act Rule
           457(c) and based upon the exercise price of the outstanding options
           pursuant to Rule 457(h).

         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.

Explanatory Paragraph

         This registration statement is being filed for the purpose of
increasing the number of shares of our common stock issuable upon the exercise
of options granted under our 1996 Stock Option Plan. A registration statement on
Form S-8 relating to 200,000 shares of our common stock covered by the 1996
Stock Option Plan was filed on October 31, 1997 (SEC File No. 333-39137), and is
currently effective (the "earlier registration statement"). The earlier
registration statement is hereby incorporated by reference. Pursuant to the
provisions of Instruction E to Form S-8 promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the prospectus which forms a part of
this registration statement shall be combined with the prospectus forming a part
of the earlier registration statement.
3

PROSPECTUS

                             VISUAL DATA CORPORATION

                        4,800,000 Shares of Common Stock
                          To Be Issued Pursuant to the
                 Visual Data Corporation 1996 Stock Option Plan

         This prospectus relates to an aggregate of 4,800,000 shares of our
common stock that may be issued upon the exercise of stock options granted under
our 1996 Stock Option Plan. The options may be issued under our 1996 Stock
Option Plan to our officers, directors, key employees and consultants pursuant
to the exercise of non-qualified or incentive stock options. At May 31, 2001 we
had outstanding options outstanding under our 1996 Stock Option Plan to purchase
a total of 2,703,675 shares of our common stock.

         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.

         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 July 3, 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:

         o  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.

         o  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.

         o  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

                                       2
5

            other information 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 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 for the year ended September 30, 2000, respectively,
            generates revenues through production and distribution fees.

         o  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.

         o  VISUAL DATA GOLF, LEISURE AND SYNDICATION GROUP was formed with our
            recent acquisition of SportSoft Golf, Inc. 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, 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

                                       4
7

$7,158,376, respectively. Our operating expenses have increased and we continue
to incur 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 assets, and to effectively manage our
continued growth. There can be no assurance that our efforts to integrate the

                                       7
10

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. 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:

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

         o  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.

                                       8
11

         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:

         o  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

         o  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.

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

                                       9
12

         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 debenture 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.

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

                                       11
14

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:

         o  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 to the market price of the common stock at the dates
            upon which the conversion price may be determined.

         o  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.

         o  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.

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

                                       12
15

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 1996 STOCK OPTION PLAN

         On February 9, 1997, our Board of Directors and a majority of our
shareholders adopted our 1996 Stock Option Plan. The purpose of the plan is to
increase the employees', advisors', consultants' and non-employee directors'
proprietary interest in us, to align more closely their interests with the
interests of our shareholders and to enable us to attract and retain the
services of experienced and highly qualified employees and non-employee
directors.

         We have reserved an aggregate of 5,000,000 shares of common stock for
issuance pursuant to options granted under the plan. At May 31, 2001 we had
granted options under our 1996 Stock Option Plan to purchase 2,703,675 shares of
our common stock at exercise prices ranging from $1.281 to $17.188 per share.
The Compensation Committee of our Board of Directors administers the plan
including, without limitation, the selection of the persons who will be granted
plan options under the 1996 Stock Option Plan, the type of plan options to be

                                       13
16

granted, the number of shares subject to each plan option and the plan option
price.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended (the
"IRS Code"), or options that do not so qualify. In addition, our 1996 Stock
Option Plan also allows for the inclusion of a reload option provision, which
permits an eligible person to pay the exercise price of the plan option with
shares of our common stock owned by the eligible person and to receive a new
plan option to purchase shares of common stock equal in number to the tendered
shares. Any incentive option granted under our 1996 Stock Option Plan must
provide for an exercise price of not less than 100% of the fair market value of
the underlying shares on the date of such grant, but the exercise price of any
incentive option granted to an eligible employee owning more than 10% of our
common stock must be at least 110% of such fair market value as determined on
the date of the grant.

         The term of each plan option and the manner in which it may be
exercised is determined by the Compensation Committee, provided that no plan
option may be exercisable more than 10 years after the date of its grant and, in
the case of an incentive option granted to an eligible employee owning more than
10% of our common stock, no more than five years after the date of the grant. In
any case, the exercise price of any stock option granted under our 1996 Stock
Option Plan will not be less than 85% of the fair market value of the common
stock on the date of grant. The exercise price of non-qualified options shall be
determined by the Compensation Committee.

         The per share purchase price of shares subject to plan options granted
under the plan may be adjusted in the event of certain changes in our
capitalization, but any such adjustment shall not change the total purchase
price payable upon the exercise in full of plan options granted under our 1996
Stock Option Plan. Officers, directors and key employees of and consultants to
us and our subsidiaries will be eligible to receive non-qualified options under
the plan. Only our officers, directors and employees who are employed by us or
by any of our subsidiaries thereof are eligible to receive incentive options.

         All plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution and, during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than due to his or her death, disability or
termination for cause, or if an optionee is not our employee but is a member of
our Board of Directors and his or her service as a director is terminated for
any reason, other than due to his or her death or disability, the plan option
granted may be exercised on the earlier of the expiration date or 30 days
following the date of termination. If the optionee dies during the term of his

                                       14
17

or her employment, the plan option granted to him or her shall lapse to the
extent unexercised on the earlier of the expiration date of the plan option or
the date one year following the date of the optionee's death. If the optionee is
permanently and totally disabled within the meaning of Section 22(c)(3) of the
IRS Code, the plan option granted to him or her lapses to the extent unexercised
on the earlier of the expiration date of the option or one year following the
date of such disability.

         The Compensation Committee may amend, suspend or terminate our 1996
Stock Option Plan at any time, except that no amendment shall be made which (i)
increases the total number of shares subject to the plan or changes the minimum
purchase price therefore (except in either case in the event of adjustments due
to changes in our capitalization), (ii) affects outstanding plan options or any
exercise right thereunder, (iii) extends the term of any plan option beyond 10
years, or (iv) extends the termination date of the plan.

         Unless our 1996 Stock Option Plan shall be earlier suspended or
terminated, the plan shall terminate 10 years from the date of the plan's
adoption. Any such termination of our 1996 Stock Option Plan shall not affect
the validity of any plan options previously granted thereunder.

Federal Income Tax Effects

         The following discussion applies to our 1996 Stock Option Plan and is
based on federal income tax laws and regulations in effect on December 31, 2000.
It does not purport to be a complete description of the federal income tax
consequences of the plan, nor does it describe the consequences of state, local
or foreign tax laws which may be applicable. Accordingly, any person receiving a
grant under the plan should consult with his or her own tax adviser.

         Our 1996 Stock Option Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the IRS Code.

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the option exercise price is an
item of tax preference under Section 57(a)(3) of the IRS Code and may be subject
to the alternative minimum tax imposed by Section 55 of the IRS Code. Upon
disposition of stock acquired on exercise of an incentive stock option,
long-term capital gain or loss is recognized in an amount equal to the
difference between the sales price and the incentive stock option exercise
price, provided that the option holder has not disposed of the stock within two
years from the date of grant and within one year from the date of exercise. If
the incentive stock option holder disposes of the acquired stock (including the

                                       15
18

transfer of acquired stock in payment of the exercise price of an incentive
stock option) without complying with both of these holding period requirements
("Disqualifying Disposition"), the option holder will recognize ordinary income
at the time of such Disqualifying Disposition to the extent of the difference
between the exercise price and the lesser of the fair market value of the stock
on the date the incentive stock option is exercised (the value six months after
the date of exercise may govern in the case of an employee whose sale of stock
at a profit could subject him to suit under Section 16(b) of the Securities
Exchange Act of 1934) or the amount realized on such Disqualifying Disposition.
Any remaining gain or loss is treated as a short-term or long-term capital gain
or loss, depending on how long the shares are held. In the event of a
Disqualifying Disposition, the incentive stock option tax preference described
above may not apply (although, where the Disqualifying Disposition occurs
subsequent to the year the incentive stock option is exercised, it may be
necessary for the employee to amend his or her return to eliminate the tax
preference item previously reported). We are not entitled to a tax deduction
upon either exercise of an incentive stock option or disposition of stock
acquired pursuant to such an exercise, except to the extent that the option
holder recognized ordinary income in a Disqualifying Disposition.

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive stock option. If an exercise is
effected using shares previously acquired through the exercise of an incentive
stock option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1934, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month

                                       16
19

period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

Restrictions Under Securities Laws

         The sale of our common stock issuable upon the exercise of plan option
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 promulgated under the Securities Act
or other applicable exemption. Our officers, directors and 10% and greater
stockholders may also be subject to the "short swing" profit rule of Section
16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITY HOLDERS

         This prospectus covers the shares of our common stock issuable upon the
exercise of options under our 1996 Stock Option Plan and the subsequent resale
of the shares of our common stock by selling security holders who are our
affiliates. The shares of our common stock being reoffered by our affiliates
pursuant to this prospectus are deemed to be control shares as that term is
defined in Rule 405 of the Securities Act.

         The following table sets forth,

         o  the name of each selling security holder who is our affiliate as
            that term is defined in the Securities Act,

         o  the number of shares owned, and

         o  the number of shares being registered for resale by each affiliated
            selling security holder.

         o  the percentage of our common stock to be owned by the affiliated
            selling security holder following completion of such offering (based
            on 12,501,181 shares of our common stock outstanding at June 25,
            2001), and adjusted to give effect to the issuance of shares upon
            the exercise of the named affiliate selling security holder's
            options to be offered hereby, but excludes shares issuable upon the
            exercise of any other option held by the affiliated selling security
            holder or any shares issuable upon the exercise of any other
            person's options.

                                       17
20

         We may amend or supplement this prospectus from time to time to update
the disclosure set forth in the following table. 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 or which can be acquired upon the
exercise of options granted outside of our 1996 Stock Option Plan.

         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.
PERCENTAGE
                                                                            SHARES TO BE           TO BE OWNED
NAME OF SELLING                     NUMBER OF             SHARES TO          OWNED AFTER             AFTER
SECURITY HOLDER                   SHARES OWNED           BE OFFERED           OFFERING              OFFERING
---------------                   ------------           ----------         ------------           -----------
Randy S. Selman(1)                  1,675,849              665,000             1,010,849              7.2%
Alan M. Saperstein(2)               1,697,173              665,000             1,032,173              7.3%
George Stemper (3)                    100,000              175,000                25,000                *
Gail Babitt (4)                       125,000              175,000                25,000                *
Benjamin Swirsky(5)                   210,000              160,000               100,000                *
Brian K. Service(6)                   260,000              160,000               150,000                *
Eric Jacobs(7)                        238,600              150,000               138,600                *
Robert Wussler(8)                     100,000              150,000                     0                0
--------------
*    Less than 1%

(1)  The number of shares owned includes options to acquire an aggregate of
     32,230 shares of common stock at an exercise price of $.00016 per share,
     options to acquire an aggregate of 875,000 shares of common stock at an
     exercise price of $2.125 per share, options to purchase 315,000 shares of
     common stock at an exercise price of $16.00 per share and options to
     purchase 350,000 shares of common stock at an exercise price of $2.00 per
     share, but excludes an option to purchase 250,000 shares of common stock at
     an exercise price of $8.875 per share, which has not yet vested. The number

                                       18
21

     of shares offered includes shares of our common stock issuable upon the
     exercise of option to purchase 315,000 shares at an exercise price of
     $16.00 per share and an option to purchase 350,000 shares at an exercise
     price of $2.00 per share, both of which were granted under our 1996 Stock
     Option Plan.

(2)  The number of shares owned includes options to acquire an aggregate of
     32,230 shares of common stock at an exercise price of $.00016 per share,
     options to acquire an aggregate of 875,000 shares of common stock at an
     exercise price of $2.125 per share, options to purchase 315,000 shares of
     common stock at an exercise price of $16.00 per share and options to
     purchase 350,000 shares of common stock at an exercise price of $2.00 per
     share, but excludes an option to purchase 250,000 shares of common stock at
     an exercise price of $8.875 per share, which has not yet vested. The number
     of shares offered includes shares of our common stock issuable upon the
     exercise of option to purchase 315,000 shares at an exercise price of
     $16.00 per share and an option to purchase 350,000 shares at an exercise
     price of $2.00 per share, both of which were granted under our 1996 Stock
     Option Plan.

(3)  The number of shares owned includes an option to purchase 75,000 shares of
     our common stock at an exercise price of $2.00 per share and an option to
     purchase 25,000 shares of our common stock at an exercise price of $2.00
     per share, but excludes an option to purchase 100,000 shares at $4.188 per
     share which has not yet vested. The number of shares offered includes
     shares of our common stock issuable upon the exercise of an option to
     purchase 75,000 shares of our common stock at $2.00 per share and an option
     to purchase 100,000 shares of our common stock at $4.188 per share, both of
     which were granted under our 1996 Stock Option Plan.

(4)  The number of shares owned includes an option to purchase 100,000 shares of
     our common stock at an exercise price of $2.00 per share and an option to
     purchase 25,000 shares of our common stock at an exercise price of $2.00
     per share, but excludes an option to purchase 75,000 shares at $2.031 per
     share which has not yet vested. The number of shares offered includes
     shares of our common stock issuable upon the exercise of an option to
     purchase 100,000 shares of our common stock at $2.00 per share and an
     option to purchase 75,000 shares of our common stock at $2.031 per share,
     both of which were granted under our 1996 Stock Option Plan.

(5)  The number of shares owned includes an option to purchase 35,000 shares of
     common stock at an exercise price of $16.00, an option to purchase 75,000
     shares of common stock at $2.00 per share, and an option to purchase
     100,000 shares of common stock at $2.125 per share, but excludes an option
     to acquire 50,000 shares of common stock at an exercise price of $7.50 per
     share which has not yet vested. The number of shares offered includes
     shares of our common stock issuable upon the exercise of an option to
     purchase 75,000 shares of our common stock at $2.00 per share, an option to
     purchase 35,000 shares of our common stock at $16.00 per share and an
     option to purchase 50,000 shares of our common stock at $7.50 per share,
     all of which were granted under our 1996 Stock Option Plan.

(6)  The number of shares owned includes an option to purchase 35,000 shares of
     common stock at an exercise price of $16.00, an option to purchase 75,000
     shares of common stock at $2.00 per share, options to purchase 125,000
     shares of common stock at $2.125 per share and an option to purchase 25,000
     shares at $3.00 per share, but excludes an option to acquire 50,000 shares
     of common stock at an exercise price of $7.50 per share which has not yet
     vested. The number of shares offered includes shares of our common stock
     issuable upon the exercise of an option to purchase 75,000 shares of our
     common stock at $2.00 per share, an option to purchase 35,000 shares of our

                                       19
22

     common stock at $16.00 per share and an option to purchase 50,000 shares of
     our common stock at $7.50 per share, all of which were granted under our
     1996 Stock Option Plan.

(7)  The number of shares owned includes an option to acquire 75,000 shares of
     common stock at an exercise price of $2.00 per share, an option to purchase
     25,000 shares of common stock at $7.50 per share, and an option to purchase
     75,000 shares at $2.125 per share, but excludes options to acquire 50,000
     shares of common stock at an exercise price of $7.50 per share which have
     not yet vested. The number of shares offered includes shares of our common
     stock issuable upon the exercise of an option to purchase 75,000 shares of
     our common stock at $2.00 per share, options to purchase 25,000 shares of
     our common stock at $7.50 per share and options to purchase 50,000 shares
     of our common stock at $7.50 per share, all of which were granted under our
     1996 Stock Option Plan.

(8)  The number of shares owned includes an option to acquire 25,000 shares of
     common stock at an exercise price of $2.875 per share and an option to
     purchase 75,000 shares of common stock at $2.00 per share, but excludes an
     option to acquire 50,000 shares of common stock at an exercise price of
     $17.188 per share which has not yet vested. The number of shares offered
     includes shares of our common stock issuable upon the exercise of an option
     to purchase 75,000 shares of our common stock at $2.00 per share, an option
     to purchase 25,000 shares of our common stock at $2.875 per share and an
     option to purchase 50,000 shares of our common stock at $17.188 per share,
     all of which were granted under our 1996 Stock Option Plan.

                              PLAN OF DISTRIBUTION

         The shares offered hereby by the selling security holders may be sold
from time to time by the selling security holders 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:

         o  on the Nasdaq National Market or on such exchanges or
            over-the-counter markets on which our shares may be listed from
            time-to-time, in transactions which may include special offerings,
            exchange distributions and/or secondary distributions, pursuant to
            and in accordance with the rules of such exchanges, including sales
            to underwriters who acquire the shares for their own account and
            resell them in one or more transactions or through brokers, acting
            as principal or agent;

         o  in transactions other than on such exchanges or in the
            over-the-counter market, or a combination of such transactions,
            including sales through brokers, acting as principal or agent, sales
            in privately negotiated transactions, or dispositions for value by
            any selling security holder to its partners or members, subject to
            rules relating to sales by affiliates;

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         o  through the issuance of securities by issuers other than us,
            convertible into, exchangeable for, or payable in our shares; or

         o  through the writing of options on our shares, whether or not such
            options are listed on an exchange, or other transactions requiring
            delivery of our shares, or the delivery of our shares to close out a
            short position.

         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 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

                                       21
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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 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

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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 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.

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26

         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.

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                                     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, 2001

         -  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,

                                      II-1
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         -  our current report on Form 8-K filed on March 9, 2001,

         -  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 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
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         (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

         Not Applicable.

Item 8. Exhibits

         4.1      Visual Data Corporation 1996 Stock Option Plan*

         5.1      Opinion Atlas Pearlman, P.A.**

         23.1     Consent of Independent Certified Public Accountants.**

--------------------
*        Incorporated herein by reference to Exhibit 10(e) to the Registration
         Statement on Form SB-2, as amended, file number 333-18819, as declared
         effective by the SEC on July 30, 1997.

**       Filed herewith.

                                      II-3
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                                   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
3rd day of July, 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            July 3, 2001
-------------------------------------                and Chairman of the Board
Randy S. Selman

                                                     Chief Financial Officer and           July 3, 2001
/s/ GAIL BABITT                                      Principal Accounting Officer
-------------------------------------
Gail Babitt

/s/ ALAN SAPERSTEIN                                   Executive Vice President             July 3, 2001
-------------------------------------                 and Director
Alan Saperstein
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SIGNATURE                                          TITLE                              DATE
         ---------                                          -----                              ----
/s/ BENJAMIN SWIRSKY                                 Director                             July 3, 2001
-------------------------------------
Benjamin Swirsky

/s/ BRIAN K. SERVICE                                 Director                             July 3, 2001
-------------------------------------
Brian K. Service

/s/ ERIC JACOBS                                      Secretary and Director               July 3, 2001
-------------------------------------
Eric Jacobs

/s/ ROBERT T. WUSSLER                                Director                             July 3, 2001
-------------------------------------
Robert T. Wussler
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