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 (Date of earliest event reported):

                                 October 2, 2002



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



       Delaware                   000-23699              52-1837515
(State of incorporation)(Commission filenumber)(IRS Employer Identification No.)




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



                                 (301) 296-2300
                        (Registrant's telephone number)


<PAGE>



Item 5.  Other Events.

     On October 3, 2002,  Visual Networks,  Inc.,  announced that John Saunders,
Vice President and Chief Financial Officer had resigned, effective as of October
2, 2002.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a) Not Applicable.

         (b) Not Applicable.

         (c)      Exhibits.
                  ---------

     99.1 Press release of Visual Networks, Inc., dated October 3, 2002.

Item 9. Regulation FD Disclosure.

     In accordance  with General  Instruction  B.2. of Form 8-K, the information
contained  in the press  release  attached as Exhibit  99.1 hereto  shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934,  nor shall such press release be deemed  incorporated  by reference in any
filing  under  the  Securities  Act of  1933,  as  amended,  except  as shall be
expressly set forth by specific reference in such a filing.

                                   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:  October 3, 2002                             Visual Networks, Inc.



                                 /s/ Peter J. Minihane
                                 ----------------------------
                                 By:       Peter J. Minihane
                                 Title:    President and Chief Executive Officer




<PAGE>
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{"company-data": {"conformed-name": "VISUAL NETWORKS INC", "cik": "0001000495", "assigned-sic": "7372", "irs-number": "521837515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23699", "film-number": "02781308"}, "business-address": {"street1": "2092 GAITHER RD", "street2": "SUITE 220-I", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012962300"}, "mail-address": {"street1": "2092 GAITHER RD", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
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 (Date of earliest event reported):

                                 October 2, 2002

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

       Delaware                   000-23699              52-1837515
(State of incorporation)(Commission filenumber)(IRS Employer Identification No.)

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

                                 (301) 296-2300
                        (Registrant's telephone number)
Item 5.  Other Events.

     On October 3, 2002,  Visual Networks,  Inc.,  announced that John Saunders,
Vice President and Chief Financial Officer had resigned, effective as of October
2, 2002.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a) Not Applicable.

         (b) Not Applicable.

         (c)      Exhibits.
                  ---------

     99.1 Press release of Visual Networks, Inc., dated October 3, 2002.

Item 9. Regulation FD Disclosure.

     In accordance  with General  Instruction  B.2. of Form 8-K, the information
contained  in the press  release  attached as Exhibit  99.1 hereto  shall not be
deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
1934,  nor shall such press release be deemed  incorporated  by reference in any
filing  under  the  Securities  Act of  1933,  as  amended,  except  as shall be
expressly set forth by specific reference in such a filing.

                                   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:  October 3, 2002                             Visual Networks, Inc.

                                 /s/ Peter J. Minihane
                                 ----------------------------
                                 By:       Peter J. Minihane
                                 Title:    President and Chief Executive Officer