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: March 27, 2002

                (Date of earliest event reported): March 25, 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 5.  OTHER EVENTS

ISSUANCE OF CONVERTIBLE DEBENTURES AND WARRANTS

Effective as of March 25, 2002,  we issued and sold senior  secured  convertible
debentures in the aggregate  principal  amount of $10.5  million,  together with
warrants to purchase  828,861  shares of common stock.  The  debentures  and the
warrants were issued in a private placement to four institutional  investors. In
the  discussion  below,  we refer to these  securities as the debentures and the
warrants.  The  purchasers  have the option to  purchase  shares of our Series A
convertible  preferred  stock,  together with additional  warrants before May 6,
2002. We refer to those  securities  below as Series A preferred and  additional
warrants.

We intend to use our net proceeds from the private placement for working capital
and other general corporate purposes.

THE  FOLLOWING  SUMMARIES OF  PROVISIONS OF THE  DEBENTURES,  THE WARRANTS,  THE
SECURITIES PURCHASE AGREEMENT,  THE REGISTRATION RIGHTS AGREEMENT,  THE SECURITY
AGREEMENT, THE IP SECURITY AGREEMENT AND THE CERTIFICATE OF DESIGNATIONS FOR THE
TO BE CREATED  SERIES A PREFERRED  DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT
TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, THE DETAILED PROVISIONS
OF THOSE  DOCUMENTS,  COPIES OF WHICH ARE FILED AS EXHIBITS  99.1,  99.2,  99.3,
99.4, 99.5, 99.6 and 99.7 TO THIS CURRENT REPORT ON FORM 8-K.

     THE DEBENTURES

The  debentures  may be  converted  into our  common  stock at the option of the
holder, at a price of $3.5163,  subject to certain adjustments  described below.
The maturity date for the  debentures  is March 25, 2006.  The  debentures  bear
interest at 5% per annum and the interest is payable  quarterly,  beginning June
30, 2002, in cash or in stock.

Some of our obligations to holders of the debentures, the Series A preferred and
the warrants are contained in a securities  purchase  agreement and registration
rights agreement entered into at the closing of the private  placement.  Some of
the additional redemption, conversion and other provisions of the debentures are
summarized below.

Our  obligation  to pay any amounts  owing under the  debentures is secured by a
first  priority  lien on  substantially  all of our assets and the assets of our
subsidiaries.

<PAGE>

     CONVERSION

CONVERSION AT OPTION OF DEBENTURE HOLDERS.  Each debenture is convertible into a
number of shares of common stock equal to the principal amount of the debentures
divided by a  conversion  price of $3.5163,  subject to  antidilution  and other
adjustments  summarized  below and set forth in detail in the  debentures.  As a
result,   the  debentures   initially  are  convertible  into  an  aggregate  of
approximately 2,986,093 shares of common stock. If we issue additional shares of
common stock, or instruments  convertible or exchangeable for common stock at an
effective   net  price  less  than  the  lesser  of  (a)  $3.5163  and  (b)  the
then-applicable  conversion price, the conversion price will be reduced to equal
that  effective  net price.  These  adjustments  do not apply,  however,  to the
issuance  of common  stock or such  instruments  in  specified  firm  commitment
underwritten public offerings, strategic arrangements,  mergers or acquisitions,
and  grants and sales of  securities  pursuant  to equity  incentive  plans.  In
addition,  the  conversion  price of the  debentures  is  subject  to  equitable
adjustment  in the  event  of  stock  splits,  stock  dividends,  distributions,
subdivisions or combinations affecting common stock.

     MANDATORY  CONVERSION.  In general, we may require holders to convert their
debentures  into  common  stock if the  closing  price of the  common  stock has
exceeded 175% of the conversion price for 20 consecutive  trading days following
the 18th month anniversary of the closing.

     REDEMPTION

REDEMPTION AT OPTION OF DEBENTURE HOLDERS.  In the event that we do not meet the
financial  milestones  set forth below,  then the holders of the  debentures may
cause us to redeem:  (i) up to 50% of the aggregate  amount of the debentures at
any time after the first  anniversary of the closing date if our Earnings before
Interest,   Taxes,  Depreciation  and  Amortization  less  capital  expenditures
"Adjusted  EBITDA"  for 2002 is less  than  $2.75  million;  and (ii) any of the
debentures  at any time  after the  second  anniversary  of the  closing  if the
Adjusted EBITDA for 2003 is less than $6.5 million.  Any such redemption must be
made in cash or stock, at our option  (subject to our  satisfaction of specified
conditions  set  forth in the  debentures),  at a price  equal to the  principal
amount of the debentures plus accrued but unpaid interest.

REDEMPTION  OR  CONVERSION  UPON CHANGE OF CONTROL.  In the event of a specified
"change of control," a holder may,  among other  things,  require that we redeem
the  debentures in cash at a price equal to 110% of the principal  amount,  plus
accrued but unpaid  interest.  Upon a change of control with  consideration at a
price per share that is 100% above the then current  conversion  price, a holder
must convert the debentures into common stock  immediately  before the change of
control  event.  Events  constituting a change of control for these purposes are
set forth in the debentures.

MANDATORY REDEMPTION.  We will be required to redeem all of the then-outstanding
debentures  on March  25,  2006 at a price  equal to the  outstanding  principal
amounts plus all accrued but unpaid  interest.  The redemption price may be paid
in cash,  common stock or both, at our option  (subject to our  satisfaction  of
specified conditions set forth in the debentures).

REDEMPTION  UPON  TRIGGERING  EVENTS.  In the event of a  specified  "triggering
event," a holder may ,among other things,  require that we redeem the debentures
in cash at a price  equal to the  greater of (i) 115% of the  principal  amount,
plus accrued but unpaid  interest;  and (ii) the principal amount divided by the
conversion  price and multiplied by the closing price on the date of redemption,
plus accrued but unpaid  interest.  Events  constituting a triggering  event for
these  purposes are set forth in the debentures and include our default on other
indebtedness,  failure  to  have  the  registration  statement  for  the  shares
underlying the debentures  declared  effective by a certain date, and failure to
have our common stock listed on an eligible market.

POTENTIAL ISSUANCE OF SERIES A PREFERRED

The purchasers of our debentures have the option to purchase shares of our to be
created  Series A preferred  stock having an aggregate  purchase  price of $5.75
million  prior to May 6, 2002.  The terms of the Series A preferred  will be set
forth in a certificate of designations that will form a part of our charter. The
certificate  of  designations  will establish a newly  designated  series of 575
shares of Series A convertible  preferred stock,  $.01 par value per share. Each
share of Series A preferred  will have an initial  stated value of $10,000.  The
Series A preferred will accrue dividends at an annual rate of 5% that is payable
quarterly,  commencing  June 30, 2002,  in either cash or common  stock,  at our
option  (subject to our  satisfaction  of specified  conditions set forth in the
certificate  of  designations).  The Series A preferred  is subject to mandatory
redemption on the fourth anniversary of its issuance similar to the terms of the

<PAGE>

debentures.  The  additional  redemption,   conversion,   repurchase  and  other
provisions  of the form of the  certificate  of  designations  are set  forth in
Exhibit 99.7.


     FUTURE FINANCING RIGHTS

We have granted to the  purchasers of the  debentures and the warrants the right
to purchase up to an  additional  $4.75  million of our to be created  preferred
stock at any time after the six-month  anniversary of the closing until the 15th
month  anniversary.  The terms of the additional  preferred will be identical in
all respects to the Series A preferred and warrants,  except with respect to the
conversion price of the additional preferred, which is equal to $4.4338.

     We also have granted to the  purchasers of the  debentures and the warrants
rights to  participate  in  specified  sales of our equity or  equity-equivalent
securities until 18 months  following the closing of the placement.  Pursuant to
these  rights,  if the common stock is trading  above the market price as of the
day of closing,  the purchasers  have a right to purchase the greater of (i) 21%
or (ii) $5 million of any equity or equity-equivalent securities that we propose
to offer. If the common stock is trading below the market price as of the day of
closing , the  purchasers  could elect to acquire the greater of (i) 50% or (ii)
$5  million  of any equity or  equity-equivalent  securities  that we propose to
offer.  These  purchase  rights do not apply to securities  issued in connection
with  specified  firm  commitment   underwritten  public  offerings,   strategic
arrangements,  mergers  or  acquisitions,  and  grants  and sales of  securities
pursuant to equity incentive plans.

     INITIAL WARRANTS

The initial warrants are exercisable  through March 25, 2007 to purchase 828,861
shares of common stock at an initial  exercise price of $4.2755 per share. If we
issue  additional  shares  of  common  stock,  or  instruments   convertible  or
exchangeable  for common  stock,  during the two year period after closing at an
effective price less than the exercise price, the exercise price will be reduced
to equal that  effective  net  price.  If such  issuance  is after such two year
period, the exercise price will be reduced on a weighted-average  formula.  Such
adjustment  would  not  apply to the  issuance  of  common  stock or such  other
securities as described for the debentures and the Series A preferred above.

     LIMITATIONS ON ISSUANCE OF COMMON STOCK

The  debentures,  warrants and terms of the Series A preferred stock all provide
that the holders thereof may not convert or exercise any of these  securities at
a price  below  $3.167  into  shares of common  stock that would  constitute  an
issuance  by us of more  than  20% of our  outstanding  common  stock  as of the
closing  date  without  the prior  approval  of our  stockholders.  We intend to
present to the 2002 annual meeting of  stockholders a resolution  approving this
potential issuance.

     REGISTRATION OF UNDERLYING COMMON STOCK

In connection with the transactions  described above, we have agreed to register
for resale under the  Securities  Act the shares of common stock  issuable  upon
exercise of the warrants,  conversion of the  debentures,  and conversion of any
shares of preferred  stock that may be purchased by the  investors.  Pursuant to
the registration  rights agreement with the purchasers (a copy of which is filed
as Exhibit 99.3 to this Current  Report on Form 8-K), we have agreed to register
these  shares on a shelf  registration  statement  on Form S-3. We have  agreed,
among other  things,  to have an initial  registration  statement  covering  the
shares  underlying the debentures and warrants  declared  effective  ninety days
after  closing  and to use our best  efforts to keep it  continuously  effective
until all the  shares  covered  by the  registration  statement  have been sold.
During such period,  we may not suspend sales under the  registration  statement
except  in the  limited  circumstances  set  forth  in the  registration  rights
agreement.


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

(a)  Financial Statements of Business Acquired

     Not applicable.

(b)  Pro Forma Financial Information

     Not applicable.

<PAGE>

(c)  Exhibits

------------------------------------------------------------------------------
EXHIBIT NUMBER                 DESCRIPTION

------------------------------------------------------------------------------
------------------------------------------------------------------------------

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.1                           Securities Purchase Agreement dated as of March
                               25, 2002, between Visual Networks, Inc. and the
                               Purchasers named therein

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.2                           Form of 5% Senior Secured Convertible Debenture
                               Due March 25, 2006

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.3                           Registration Rights Agreement dated as of March
                               25, 2002, between Visual Networks, Inc. and the
                               Purchasers named therein

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.4                           Form of Warrant of Visual Networks, Inc., dated
                               as of March 25, 2002

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.5                           Security Agreement dated as of March 25, 2002,
                               between Visual Networks, Inc., its subsidiaries
                               and the Secured Parties named therein
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
99.6                           IP Security Agreement dated as of March 25, 2002,
                               between Visual Networks, Inc., its subsidiaries
                               and the Secured Parties named therein
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
99.7                          Form of Certificate of Designations of Series A
                              Convertible Preferred Stock

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
99.8                          Press Release of Visual Networks, Inc., dated as
                              of March 27, 2002, with respect to the issuance
                              of the debentures and warrants

-------------------------------------------------------------------------------



ITEM 9. REGULATION FD DISCLOSURE

ISSUANCE OF THE DEBENTURES PREFERRED STOCK AND WARRANTS.

We do not expect the issuance of the debentures,  the Series A preferred and the
warrants to result in any material dilution to our earnings (loss) per share for
the fiscal  years  ending  December  31,  2002 and 2003.  The  issuance of these
securities may, however,  be immaterially  dilutive in the event of a relatively
significant increase in the market price of the common stock.



                                   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:  March 27, 2002                    Visual Networks, Inc.


                                         /S/ JOHN SAUNDERS
                                         -----------------------------------
                                         By:       John Saunders
                                         Title:    Chief Financial Officer
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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: March 27, 2002

                (Date of earliest event reported): March 25, 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 5.  OTHER EVENTS

ISSUANCE OF CONVERTIBLE DEBENTURES AND WARRANTS

Effective as of March 25, 2002,  we issued and sold senior  secured  convertible
debentures in the aggregate  principal  amount of $10.5  million,  together with
warrants to purchase  828,861  shares of common stock.  The  debentures  and the
warrants were issued in a private placement to four institutional  investors. In
the  discussion  below,  we refer to these  securities as the debentures and the
warrants.  The  purchasers  have the option to  purchase  shares of our Series A
convertible  preferred  stock,  together with additional  warrants before May 6,
2002. We refer to those  securities  below as Series A preferred and  additional
warrants.

We intend to use our net proceeds from the private placement for working capital
and other general corporate purposes.

THE  FOLLOWING  SUMMARIES OF  PROVISIONS OF THE  DEBENTURES,  THE WARRANTS,  THE
SECURITIES PURCHASE AGREEMENT,  THE REGISTRATION RIGHTS AGREEMENT,  THE SECURITY
AGREEMENT, THE IP SECURITY AGREEMENT AND THE CERTIFICATE OF DESIGNATIONS FOR THE
TO BE CREATED  SERIES A PREFERRED  DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT
TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, THE DETAILED PROVISIONS
OF THOSE  DOCUMENTS,  COPIES OF WHICH ARE FILED AS EXHIBITS  99.1,  99.2,  99.3,
99.4, 99.5, 99.6 and 99.7 TO THIS CURRENT REPORT ON FORM 8-K.

     THE DEBENTURES

The  debentures  may be  converted  into our  common  stock at the option of the
holder, at a price of $3.5163,  subject to certain adjustments  described below.
The maturity date for the  debentures  is March 25, 2006.  The  debentures  bear
interest at 5% per annum and the interest is payable  quarterly,  beginning June
30, 2002, in cash or in stock.

Some of our obligations to holders of the debentures, the Series A preferred and
the warrants are contained in a securities  purchase  agreement and registration
rights agreement entered into at the closing of the private  placement.  Some of
the additional redemption, conversion and other provisions of the debentures are
summarized below.

Our  obligation  to pay any amounts  owing under the  debentures is secured by a
first  priority  lien on  substantially  all of our assets and the assets of our
subsidiaries.
CONVERSION

CONVERSION AT OPTION OF DEBENTURE HOLDERS.  Each debenture is convertible into a
number of shares of common stock equal to the principal amount of the debentures
divided by a  conversion  price of $3.5163,  subject to  antidilution  and other
adjustments  summarized  below and set forth in detail in the  debentures.  As a
result,   the  debentures   initially  are  convertible  into  an  aggregate  of
approximately 2,986,093 shares of common stock. If we issue additional shares of
common stock, or instruments  convertible or exchangeable for common stock at an
effective   net  price  less  than  the  lesser  of  (a)  $3.5163  and  (b)  the
then-applicable  conversion price, the conversion price will be reduced to equal
that  effective  net price.  These  adjustments  do not apply,  however,  to the
issuance  of common  stock or such  instruments  in  specified  firm  commitment
underwritten public offerings, strategic arrangements,  mergers or acquisitions,
and  grants and sales of  securities  pursuant  to equity  incentive  plans.  In
addition,  the  conversion  price of the  debentures  is  subject  to  equitable
adjustment  in the  event  of  stock  splits,  stock  dividends,  distributions,
subdivisions or combinations affecting common stock.

     MANDATORY  CONVERSION.  In general, we may require holders to convert their
debentures  into  common  stock if the  closing  price of the  common  stock has
exceeded 175% of the conversion price for 20 consecutive  trading days following
the 18th month anniversary of the closing.

     REDEMPTION

REDEMPTION AT OPTION OF DEBENTURE HOLDERS.  In the event that we do not meet the
financial  milestones  set forth below,  then the holders of the  debentures may
cause us to redeem:  (i) up to 50% of the aggregate  amount of the debentures at
any time after the first  anniversary of the closing date if our Earnings before
Interest,   Taxes,  Depreciation  and  Amortization  less  capital  expenditures
"Adjusted  EBITDA"  for 2002 is less  than  $2.75  million;  and (ii) any of the
debentures  at any time  after the  second  anniversary  of the  closing  if the
Adjusted EBITDA for 2003 is less than $6.5 million.  Any such redemption must be
made in cash or stock, at our option  (subject to our  satisfaction of specified
conditions  set  forth in the  debentures),  at a price  equal to the  principal
amount of the debentures plus accrued but unpaid interest.

REDEMPTION  OR  CONVERSION  UPON CHANGE OF CONTROL.  In the event of a specified
"change of control," a holder may,  among other  things,  require that we redeem
the  debentures in cash at a price equal to 110% of the principal  amount,  plus
accrued but unpaid  interest.  Upon a change of control with  consideration at a
price per share that is 100% above the then current  conversion  price, a holder
must convert the debentures into common stock  immediately  before the change of
control  event.  Events  constituting a change of control for these purposes are
set forth in the debentures.

MANDATORY REDEMPTION.  We will be required to redeem all of the then-outstanding
debentures  on March  25,  2006 at a price  equal to the  outstanding  principal
amounts plus all accrued but unpaid  interest.  The redemption price may be paid
in cash,  common stock or both, at our option  (subject to our  satisfaction  of
specified conditions set forth in the debentures).

REDEMPTION  UPON  TRIGGERING  EVENTS.  In the event of a  specified  "triggering
event," a holder may ,among other things,  require that we redeem the debentures
in cash at a price  equal to the  greater of (i) 115% of the  principal  amount,
plus accrued but unpaid  interest;  and (ii) the principal amount divided by the
conversion  price and multiplied by the closing price on the date of redemption,
plus accrued but unpaid  interest.  Events  constituting a triggering  event for
these  purposes are set forth in the debentures and include our default on other
indebtedness,  failure  to  have  the  registration  statement  for  the  shares
underlying the debentures  declared  effective by a certain date, and failure to
have our common stock listed on an eligible market.

POTENTIAL ISSUANCE OF SERIES A PREFERRED

The purchasers of our debentures have the option to purchase shares of our to be
created  Series A preferred  stock having an aggregate  purchase  price of $5.75
million  prior to May 6, 2002.  The terms of the Series A preferred  will be set
forth in a certificate of designations that will form a part of our charter. The
certificate  of  designations  will establish a newly  designated  series of 575
shares of Series A convertible  preferred stock,  $.01 par value per share. Each
share of Series A preferred  will have an initial  stated value of $10,000.  The
Series A preferred will accrue dividends at an annual rate of 5% that is payable
quarterly,  commencing  June 30, 2002,  in either cash or common  stock,  at our
option  (subject to our  satisfaction  of specified  conditions set forth in the
certificate  of  designations).  The Series A preferred  is subject to mandatory
redemption on the fourth anniversary of its issuance similar to the terms of the
debentures.  The  additional  redemption,   conversion,   repurchase  and  other
provisions  of the form of the  certificate  of  designations  are set  forth in
Exhibit 99.7.

     FUTURE FINANCING RIGHTS

We have granted to the  purchasers of the  debentures and the warrants the right
to purchase up to an  additional  $4.75  million of our to be created  preferred
stock at any time after the six-month  anniversary of the closing until the 15th
month  anniversary.  The terms of the additional  preferred will be identical in
all respects to the Series A preferred and warrants,  except with respect to the
conversion price of the additional preferred, which is equal to $4.4338.

     We also have granted to the  purchasers of the  debentures and the warrants
rights to  participate  in  specified  sales of our equity or  equity-equivalent
securities until 18 months  following the closing of the placement.  Pursuant to
these  rights,  if the common stock is trading  above the market price as of the
day of closing,  the purchasers  have a right to purchase the greater of (i) 21%
or (ii) $5 million of any equity or equity-equivalent securities that we propose
to offer. If the common stock is trading below the market price as of the day of
closing , the  purchasers  could elect to acquire the greater of (i) 50% or (ii)
$5  million  of any equity or  equity-equivalent  securities  that we propose to
offer.  These  purchase  rights do not apply to securities  issued in connection
with  specified  firm  commitment   underwritten  public  offerings,   strategic
arrangements,  mergers  or  acquisitions,  and  grants  and sales of  securities
pursuant to equity incentive plans.

     INITIAL WARRANTS

The initial warrants are exercisable  through March 25, 2007 to purchase 828,861
shares of common stock at an initial  exercise price of $4.2755 per share. If we
issue  additional  shares  of  common  stock,  or  instruments   convertible  or
exchangeable  for common  stock,  during the two year period after closing at an
effective price less than the exercise price, the exercise price will be reduced
to equal that  effective  net  price.  If such  issuance  is after such two year
period, the exercise price will be reduced on a weighted-average  formula.  Such
adjustment  would  not  apply to the  issuance  of  common  stock or such  other
securities as described for the debentures and the Series A preferred above.

     LIMITATIONS ON ISSUANCE OF COMMON STOCK

The  debentures,  warrants and terms of the Series A preferred stock all provide
that the holders thereof may not convert or exercise any of these  securities at
a price  below  $3.167  into  shares of common  stock that would  constitute  an
issuance  by us of more  than  20% of our  outstanding  common  stock  as of the
closing  date  without  the prior  approval  of our  stockholders.  We intend to
present to the 2002 annual meeting of  stockholders a resolution  approving this
potential issuance.

     REGISTRATION OF UNDERLYING COMMON STOCK

In connection with the transactions  described above, we have agreed to register
for resale under the  Securities  Act the shares of common stock  issuable  upon
exercise of the warrants,  conversion of the  debentures,  and conversion of any
shares of preferred  stock that may be purchased by the  investors.  Pursuant to
the registration  rights agreement with the purchasers (a copy of which is filed
as Exhibit 99.3 to this Current  Report on Form 8-K), we have agreed to register
these  shares on a shelf  registration  statement  on Form S-3. We have  agreed,
among other  things,  to have an initial  registration  statement  covering  the
shares  underlying the debentures and warrants  declared  effective  ninety days
after  closing  and to use our best  efforts to keep it  continuously  effective
until all the  shares  covered  by the  registration  statement  have been sold.
During such period,  we may not suspend sales under the  registration  statement
except  in the  limited  circumstances  set  forth  in the  registration  rights
agreement.

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

(a)  Financial Statements of Business Acquired

     Not applicable.

(b)  Pro Forma Financial Information

     Not applicable.
(c)  Exhibits

------------------------------------------------------------------------------
EXHIBIT NUMBER                 DESCRIPTION

------------------------------------------------------------------------------
------------------------------------------------------------------------------

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.1                           Securities Purchase Agreement dated as of March
                               25, 2002, between Visual Networks, Inc. and the
                               Purchasers named therein

------------------------------------------------------------------------------
------------------------------------------------------------------------------
99.2                           Form of 5% Senior Secured Convertible Debenture
                               Due March 25, 2006

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99.3                           Registration Rights Agreement dated as of March
                               25, 2002, between Visual Networks, Inc. and the
                               Purchasers named therein

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99.4                           Form of Warrant of Visual Networks, Inc., dated
                               as of March 25, 2002

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99.5                           Security Agreement dated as of March 25, 2002,
                               between Visual Networks, Inc., its subsidiaries
                               and the Secured Parties named therein
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99.6                           IP Security Agreement dated as of March 25, 2002,
                               between Visual Networks, Inc., its subsidiaries
                               and the Secured Parties named therein
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99.7                          Form of Certificate of Designations of Series A
                              Convertible Preferred Stock

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99.8                          Press Release of Visual Networks, Inc., dated as
                              of March 27, 2002, with respect to the issuance
                              of the debentures and warrants

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ITEM 9. REGULATION FD DISCLOSURE

ISSUANCE OF THE DEBENTURES PREFERRED STOCK AND WARRANTS.

We do not expect the issuance of the debentures,  the Series A preferred and the
warrants to result in any material dilution to our earnings (loss) per share for
the fiscal  years  ending  December  31,  2002 and 2003.  The  issuance of these
securities may, however,  be immaterially  dilutive in the event of a relatively
significant increase in the market price of the common stock.

                                   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:  March 27, 2002                    Visual Networks, Inc.

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