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):

                                  May 15, 1998



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



       Delaware                    000-23699                  52-1837515
      (State of                   (Commission                (IRS Employer
    Incorporation)                File Number)             Identification No.)



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



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


                                       1
<PAGE>

Item 2.  Acquisition or Disposition of Assets.

     On May 15, 1998,  Visual  Networks,  Inc.  ("Visual")  announced  that at a
special meeting of the stockholders of Net2Net Corporation  ("Net2Net") approved
the merger (the  "Merger")  of Visual  Acquisitions,  Inc.  ("Acquisitions"),  a
wholly-owned  subsidiary  of  Visual,  with  and  into  Net2Net  pursuant  to an
Agreement  and Plan of Merger dated as of April 15, 1998  ("Merger  Agreement").
Following the special  meeting,  on May 15, 1998, the Merger was consummated and
Acquisition was merged with and into Net2Net.

     Under the terms of the Merger Agreement,  all outstanding shares of Net2Net
capital stock and all shares of Net2Net  common stock reserved for issuance upon
the exercise of all outstanding  Net2Net options and warrants were exchanged for
an aggregate of 2,250,000 shares of Visual common stock.

     Visual issued a press release  announcing the approval of the Merger on May
15, 1998, which is filed herewith as Exhibit 99.1 and is incorporated  herein by
reference.

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

     (a) The  financial  statements  of Net2Net will be filed by  amendment  not
later than 60 days from the date hereof.

     (b) The pro forma  financial  information  of the combined  company will be
filed by amendment not later than 60 days from the date hereof.

     (c) Exhibits.

          2.1  Agreement  and Plan of Merger  dated  April 15, 1998 by and among
               Visual  Networks,  Inc.,  Visual  Acquisitions,  Inc. and Net2Net
               Corporation.

          99.1 Press release of Visual Networks, Inc. dated May 15, 1998.



                                       2
<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 19, 1998                  Visual Networks, Inc.



                                     /s/ Scott E. Stouffer
                                     By:       Scott E. Stouffer
                                     Title:    Chief Executive Officer



                                       3
<PAGE>

                                  EXHIBIT INDEX


          2.1  Agreement  and Plan of Merger  dated  April 15, 1998 by and among
               Visual  Networks,  Inc.,  Visual  Acquisitions,  Inc. and Net2Net
               Corporation.

          99.1 Press release of Visual Networks, Inc. dated May 15, 1998.



                                       4
<PAGE>
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{"company-data": {"conformed-name": "VISUAL NETWORKS INC", "cik": "0001000495", "assigned-sic": "", "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": "98627945"}, "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):

                                  May 15, 1998

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

       Delaware                    000-23699                  52-1837515
      (State of                   (Commission                (IRS Employer
    Incorporation)                File Number)             Identification No.)

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

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

                                       1
Item 2.  Acquisition or Disposition of Assets.

     On May 15, 1998,  Visual  Networks,  Inc.  ("Visual")  announced  that at a
special meeting of the stockholders of Net2Net Corporation  ("Net2Net") approved
the merger (the  "Merger")  of Visual  Acquisitions,  Inc.  ("Acquisitions"),  a
wholly-owned  subsidiary  of  Visual,  with  and  into  Net2Net  pursuant  to an
Agreement  and Plan of Merger dated as of April 15, 1998  ("Merger  Agreement").
Following the special  meeting,  on May 15, 1998, the Merger was consummated and
Acquisition was merged with and into Net2Net.

     Under the terms of the Merger Agreement,  all outstanding shares of Net2Net
capital stock and all shares of Net2Net  common stock reserved for issuance upon
the exercise of all outstanding  Net2Net options and warrants were exchanged for
an aggregate of 2,250,000 shares of Visual common stock.

     Visual issued a press release  announcing the approval of the Merger on May
15, 1998, which is filed herewith as Exhibit 99.1 and is incorporated  herein by
reference.

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

     (a) The  financial  statements  of Net2Net will be filed by  amendment  not
later than 60 days from the date hereof.

     (b) The pro forma  financial  information  of the combined  company will be
filed by amendment not later than 60 days from the date hereof.

     (c) Exhibits.

          2.1  Agreement  and Plan of Merger  dated  April 15, 1998 by and among
               Visual  Networks,  Inc.,  Visual  Acquisitions,  Inc. and Net2Net
               Corporation.

          99.1 Press release of Visual Networks, Inc. dated May 15, 1998.

                                       2
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 19, 1998                  Visual Networks, Inc.

                                     /s/ Scott E. Stouffer
                                     By:       Scott E. Stouffer
                                     Title:    Chief Executive Officer

                                       3
EXHIBIT INDEX

          2.1  Agreement  and Plan of Merger  dated  April 15, 1998 by and among
               Visual  Networks,  Inc.,  Visual  Acquisitions,  Inc. and Net2Net
               Corporation.

          99.1 Press release of Visual Networks, Inc. dated May 15, 1998.

                                       4