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: May 28, 2002

                 (Date of earliest event reported): May 28, 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 5.  OTHER EVENTS.

     On May 28, 2002, we announced  that our request to transfer from the Nasdaq
National Market to the Nasdaq  SmallCap Market had been approved,  effective May
28,  2002.  Our common stock  continues  to trade under the same ticker  symbol:
VNWK.

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

     (a) Not Applicable.

     (b) Not Applicable.

     (c) Exhibits.


99.1 Press Release






<PAGE>












                                   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:  May 28, 2002

                                        Visual Networks, Inc.


                                           /S/ JOHN SAUNDERS
                                        By:    John Saunders
                                        Title: Chief Financial 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": "02663041"}, "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: May 28, 2002

                 (Date of earliest event reported): May 28, 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.

     On May 28, 2002, we announced  that our request to transfer from the Nasdaq
National Market to the Nasdaq  SmallCap Market had been approved,  effective May
28,  2002.  Our common stock  continues  to trade under the same ticker  symbol:
VNWK.

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

     (a) Not Applicable.

     (b) Not Applicable.

     (c) Exhibits.

99.1 Press Release
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:  May 28, 2002

                                        Visual Networks, Inc.

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