SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: June 18, 2002

                (Date of earliest event reported): June 17, 2002

                              VISUAL NETWORKS, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

           000-23699                                 52-1837515
      (Commission File No.)               (IRS Employer Identification No.)



                                2092 Gaither Road
                            Rockville, Maryland 20850
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (301) 296-2300








<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a) The  Audit  Committee  of our Board of  Directors  is  responsible  for
selecting and reviewing the performance of our independent auditors. On June 17,
2002, our Audit Committee decided to terminate the engagement of Arthur Andersen
LLP  as  our  independent  auditors  and  appointed  PricewaterhouseCoopers  LLP
("PricewaterhouseCoopers")   as  our  new  independent  accountants,   effective
immediately.

     During the two fiscal years ended  December 31,  2001,  and the  subsequent
interim period through June 17, 2002, the date of the dismissal of Andersen, (i)
there were no disagreements with Andersen on any matter of accounting principles
or practices,  financial statement disclosure,  or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Andersen, would have
caused  Andersen to make reference in connection  with its report to the subject
matter  of  the  disagreement  and  (ii)  Andersen  has  not  advised  us of any
reportable  events as defined in paragraphs  (A) through (D) of  Regulation  S-K
Item 304 (a)(1)(v).

     The  accountant's   report  of  Andersen  on  our  consolidated   financial
statements and our  subsidiaries as of and for the years ended December 31, 2001
and 2000 did not contain any adverse  opinion or  disclaimer  of opinion and was
not  qualified  or  modified  as to  uncertainty,  audit  scope,  or  accounting
principles.  A letter from Andersen is attached  hereto as Exhibit 16.1.  During
our two most recent  fiscal years ended  December 31, 2001,  and the  subsequent
interim  period  through  June 17,  2002,  Visual  Networks did not consult with
PricewaterhouseCoopers  regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 5.  OTHER EVENTS.

     Our  registration  statement  on Form S-3  (333-85628)  (the  "Registration
Statement") was declared effective by the SEC on June 14, 2002. The Registration
Statement  relates  to the resale of shares of our common  stock  issuable  upon
exercise of our senior secured convertible debentures in the aggregate principal
amount of $10.5  million and  warrants to purchase  shares of our common  stock,
which we sold to four institutional investors on March 25, 2002.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a) Not Applicable.

     (b) Not Applicable.

     (c)  Exhibits.  16.1  Letter of Arthur  Andersen  LLP  regarding  change in
certifying accountant.


                                      SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:  June 18, 2002                  Visual Networks, Inc.


                                      /S/ JOHN SAUNDERS
                                     -----------------------------------
                                      By: John Saunders
                                      Title: Chief Financial Officer


<PAGE>





EXHIBIT 16.1








                      [Arthur Andersen LLP letterhead]



June 18, 2002


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549



Dear Sir/Madam:

     We have read the second and third paragraphs of Item 4 included in the Form
8-K dated June 17, 2002 of Visual Networks, Inc. to be filed with the Securities
and Exchange  Commission  and are in  agreement  with the  statements  contained
therein.


Very truly yours,



/s/ Arthur Andersen LLP
Arthur Andersen LLP
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: June 18, 2002

                (Date of earliest event reported): June 17, 2002

                              VISUAL NETWORKS, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

           000-23699                                 52-1837515
      (Commission File No.)               (IRS Employer Identification No.)

                                2092 Gaither Road
                            Rockville, Maryland 20850
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (301) 296-2300
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a) The  Audit  Committee  of our Board of  Directors  is  responsible  for
selecting and reviewing the performance of our independent auditors. On June 17,
2002, our Audit Committee decided to terminate the engagement of Arthur Andersen
LLP  as  our  independent  auditors  and  appointed  PricewaterhouseCoopers  LLP
("PricewaterhouseCoopers")   as  our  new  independent  accountants,   effective
immediately.

     During the two fiscal years ended  December 31,  2001,  and the  subsequent
interim period through June 17, 2002, the date of the dismissal of Andersen, (i)
there were no disagreements with Andersen on any matter of accounting principles
or practices,  financial statement disclosure,  or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Andersen, would have
caused  Andersen to make reference in connection  with its report to the subject
matter  of  the  disagreement  and  (ii)  Andersen  has  not  advised  us of any
reportable  events as defined in paragraphs  (A) through (D) of  Regulation  S-K
Item 304 (a)(1)(v).

     The  accountant's   report  of  Andersen  on  our  consolidated   financial
statements and our  subsidiaries as of and for the years ended December 31, 2001
and 2000 did not contain any adverse  opinion or  disclaimer  of opinion and was
not  qualified  or  modified  as to  uncertainty,  audit  scope,  or  accounting
principles.  A letter from Andersen is attached  hereto as Exhibit 16.1.  During
our two most recent  fiscal years ended  December 31, 2001,  and the  subsequent
interim  period  through  June 17,  2002,  Visual  Networks did not consult with
PricewaterhouseCoopers  regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 5.  OTHER EVENTS.

     Our  registration  statement  on Form S-3  (333-85628)  (the  "Registration
Statement") was declared effective by the SEC on June 14, 2002. The Registration
Statement  relates  to the resale of shares of our common  stock  issuable  upon
exercise of our senior secured convertible debentures in the aggregate principal
amount of $10.5  million and  warrants to purchase  shares of our common  stock,
which we sold to four institutional investors on March 25, 2002.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a) Not Applicable.

     (b) Not Applicable.

     (c)  Exhibits.  16.1  Letter of Arthur  Andersen  LLP  regarding  change in
certifying accountant.

                                      SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  June 18, 2002                  Visual Networks, Inc.

                                      /S/ JOHN SAUNDERS
                                     -----------------------------------
                                      By: John Saunders
                                      Title: Chief Financial Officer
EXHIBIT 16.1

                      [Arthur Andersen LLP letterhead]

June 18, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

     We have read the second and third paragraphs of Item 4 included in the Form
8-K dated June 17, 2002 of Visual Networks, Inc. to be filed with the Securities
and Exchange  Commission  and are in  agreement  with the  statements  contained
therein.

Very truly yours,

/s/ Arthur Andersen LLP
Arthur Andersen LLP