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):

                                 April 15, 1998



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



                          Delaware 000-23699 52-1837515
               (State of Incorporation) (Commission File Number)
                       (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 April  16,  1998,  Visual  Networks,  Inc.  ("Visual")  and  Net2Net
Corporation  ("Net2Net")  announced that they have entered into an Agreement and
Plan of Merger dated as of April 15, 1998 (the "Merger Agreement"),  pursuant to
which Visual Acquisitions, Inc., a wholly-owned subsidiary of Visual, will merge
with and into Net2Net (the "Merger").

         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 will
be exchanged for an aggregate of 2,250,000  shares of Visual  common  stock.  In
addition,  outstanding Net2Net stock options will be assumed by Visual (adjusted
for the exchange ratio).  Finally, upon the consummation of the Merger,  Net2Net
will  become a  wholly-owned  subsidiary  of  Visual.  The  transaction  will be
accounted  for as a pooling of  interests.  The Merger,  which is expected to be
consummated  in May 1998,  is subject to customary  closing  conditions  and the
approval of the shareholders of Net2Net.

         Visual issued a press release  announcing the Merger on April 16, 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.

         (c) Exhibits.

             99.1 Press release of Visual Networks, Inc., dated April 16, 1998.




                                      - 1 -
<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:  April 20, 1998                              Visual Networks, Inc.



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




















                                     - 2 -
<PAGE>


                                  EXHIBIT INDEX


         99.1     Press release of Visual Networks, Inc., dated April 16, 1998.




<PAGE>

















                           EXHIBIT 99.1 PRESS RELEASE
<PAGE>
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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 (Date of earliest event reported):

                                 April 15, 1998

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

                          Delaware 000-23699 52-1837515
               (State of Incorporation) (Commission File Number)
                       (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 April  16,  1998,  Visual  Networks,  Inc.  ("Visual")  and  Net2Net
Corporation  ("Net2Net")  announced that they have entered into an Agreement and
Plan of Merger dated as of April 15, 1998 (the "Merger Agreement"),  pursuant to
which Visual Acquisitions, Inc., a wholly-owned subsidiary of Visual, will merge
with and into Net2Net (the "Merger").

         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 will
be exchanged for an aggregate of 2,250,000  shares of Visual  common  stock.  In
addition,  outstanding Net2Net stock options will be assumed by Visual (adjusted
for the exchange ratio).  Finally, upon the consummation of the Merger,  Net2Net
will  become a  wholly-owned  subsidiary  of  Visual.  The  transaction  will be
accounted  for as a pooling of  interests.  The Merger,  which is expected to be
consummated  in May 1998,  is subject to customary  closing  conditions  and the
approval of the shareholders of Net2Net.

         Visual issued a press release  announcing the Merger on April 16, 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.

         (c) Exhibits.

             99.1 Press release of Visual Networks, Inc., dated April 16, 1998.

                                      - 1 -
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:  April 20, 1998                              Visual Networks, Inc.

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

                                     - 2 -
EXHIBIT INDEX

         99.1     Press release of Visual Networks, Inc., dated April 16, 1998.
EXHIBIT 99.1 PRESS RELEASE