As filed with the Securities and Exchange Commission on October 31, 1997
                                                           File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                             VISUAL DATA CORPORATION
               (Exact name of issuer as specified in its charter)

                  Florida                               65-0420146
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)

             1291 SW 29 Avenue
          Pompano Beach, Florida                           33069
  (Address of principal executive offices)              (Zip Code)
                                   __________

                 VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN
                      AND CERTAIN COMPENSATION AGREEMENTS
                            (Full title of the plan)
                                   __________

                           Randy S. Selman, President
                            1291 Southwest 29 Avenue
                          Pompano Beach, Florida 33069
                                 (954) 917-6655
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                                ________________


<PAGE>


                         CALCULATION OF REGISTRATION FEE

================================================================================
                                         Proposed     Proposed
                                         maximum      maximum
                                         offering     aggregate     Amount of
Title of securities    Amount to be      price per    offering      registration
 to be registered      registered(1)     share(1)     price(1)      fee (1)
================================================================================

Common Stock
($.0001 par value)     248,000 shares    $3.625       $899,000      $272.00

================================================================================

(1)      Estimated  solely  for the  purpose  of  computing  the  amount  of the
         registration  fee in accordance  with Rule 457(c) under the  Securities
         Act based upon the closing bid price for the Common  Stock,  $.0001 per
         share (the "Common Stock") as reported by The Nasdaq SmallCap Market on
         October 28, 1997.



































                                        2

<PAGE>

                             VISUAL DATA CORPORATION
         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>

                  Form S-8 Item Number
                      and Caption                Caption in Prospectus
                  --------------------           ---------------------
<S>      <C>                                     <C>                                                                    
 1.      Forepart of Registration State-         Facing Page of Registration
         ment and Outside Front Cover            Statement and Cover Page of
         Page of Prospectus                      Prospectus

 2.      Inside Front and Outside Back           Inside Cover Page of Prospectus
         Cover Pages of Prospectus               and Outside Cover Page of Prospectus

 3.      Summary Information, Risk Fac-          Not Applicable
         tors and Ratio of Earnings to
         Fixed Charges

 4.      Use of Proceeds                         Not Applicable

 5.      Determination of Offering Price         Not Applicable

 6.      Dilution                                Not Applicable

 7.      Selling Security Holders                Not Applicable

 8.      Plan of Distribution                    Cover Page of Prospectus and Sales
                                                 by Selling Security Holders

 9.      Description of Securities to be         Description of Securities; Visual Data
         Registered                              Corporation 1996 Stock Option Plan;
                                                 Compensation Agreements

10.      Interests of Named Experts and          Legal Matters
         Counsel

11.      Material Changes                        Not Applicable

12.      Incorporation of Certain Infor-         Incorporation of Certain
         mation by Reference                     Documents by Reference

13.      Disclosure of Commission Posi-          Indemnification
         tion on Indemnification for
         Securities Act Liabilities

</TABLE>




















                                        3


<PAGE>



PROSPECTUS
                             VISUAL DATA CORPORATION

                         248,000 Shares of Common Stock

                               ($.0001 par value)

                   200,000 Shares To Be Issued Pursuant to the
                 Visual Data Corporation 1996 Stock Option Plan
                         and 48,000 Shares To Be Issued
                Pursuant to Certain Stock Compensation Agreements

      This  Prospectus  is  part of a  Registration  Statement  which  registers
200,000 shares of common stock,  $.0001 par value (the "Common Stock") of Visual
Data Corporation (the "Company")  which may be issued,  as set forth herein,  to
officers,  directors,  key employees and consultants of the Company  pursuant to
the  exercise of  non-qualified  or  incentive  stock  options to purchase up to
200,000  shares of Common  Stock  under and in  accordance  with the Visual Data
Corporation 1996 Stock Option Plan (the "Plan") (the Plan covers the issuance of
up to 200,000 shares of Common Stock), and separate stock option agreements with
officers,  directors,  key employees and consultants  (the "Option  Agreements")
(such options being collectively  referred to as "Options").  All of the Options
or shares of Common Stock will be granted or issued to such officers, directors,
key employees and consultants pursuant to individual written option agreements.

      This  Prospectus is part of a Registration  Statement which also registers
an aggregate of 48,000  shares of Common Stock (the  "Compensation  Stock"),  of
which 20,000 shares are to be issued pursuant to a Stock Compensation  Agreement
between the Company and Arlene Bonat (the "Bonat Agreement"),  10,000 shares are
to be issued pursuant to a Stock Compensation  Agreement between the Company and
William Nalley (the "Nalley Agreement"), 15,000 shares are to be issued pursuant
to a Stock  Compensation  Agreement  between  the  Company  and Burt Rhodes (the
"Rhodes  Agreement") and the remaining 3,000 shares are to be issued pursuant to
a Stock Compensation  Agreement between the Company and Arthur Nasso (the "Nasso
Agreement").  The Bonat Agreement,  Nalley Agreement, Rhodes Agreement and Nasso
Agreement  are  herein  after  collectively  referred  to as  the  "Compensation
Agreements."

      The individuals to whom Options may be granted,  together with the holders
of the Compensation Stock may sometimes hereafter be collectively referred to as
the  "Selling  Security  Holders."  The Company has been  advised by the Selling
Security  Holders that they may sell all or a portion of the shares from time to
time in the  over-the-counter  market, in negotiated  transactions,  directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing  at the time of such sales or at negotiated  prices,  and the Company
will not  receive  any  proceeds  from such sales  except  upon  exercise of the
Options.






                                        4


<PAGE>



      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares  issuable  upon exercise of the Options or under the
terms of the Compensation Agreements shall, under any circumstances,  create any
implication  that there has been no change in the affairs of the  Company  since
the date hereof.
                                   __________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                   __________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this Prospectus is October 30, 1997.


































                                      5


<PAGE>



                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock and  Warrants are traded on The Nasdaq  SmallCap  Market under the symbols
"VDAT" and "VDATW", respectively.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an  aggregate of 248,000  shares of the  Company's
Common Stock,  issued or to be issued to officers,  directors,  key employees or
consultants  to the  Company  under the Plan and the  Option  Agreements  or the
Compensation Agreements, as the case may be. This Prospectus, which is Part I of
the  Registration   Statement,   omits  certain  information  contained  in  the
Registration Statement.  For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus,  reference is made to
the Registration Statement,  including the exhibits thereto.  Statements in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.    The Company's  Registration Statement on Form SB-2, as amended, File
No. 333- 18819, as declared effective by the Commission on July 30, 1997.

      2.    Quarterly  Report on Form 10-QSB for the nine months  ended June 30,
1997.

      3.    Report on Form 8-K as filed on October 1, 1997.


                                        6


<PAGE>



      4     All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to above.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate Secretary,  Visual Data
Corporation,  1291 SW 29 Avenue,  Pompano Beach,  Florida  33069,  Telephone No.
(954) 917-6655.




























                                      7


<PAGE>


                                   THE COMPANY

      Visual Data Corporation (the "Company") is a multi-media content developer
specializing in the production, marketing and distribution of visual information
for the Internet, other On-line services and, eventually, interactive television
(ITV).  "Content"  is defined  as the  information  carried  on the  information
superhighways. Through its international network of independent camera crews and
state-of-the-art  digital video  production  studio,  the Company develops full-
motion visual libraries  containing short, concise vignettes relating to various
topics of consumer interest such as travel, education, health, fitness, medicine
and consumer products. The Company's focus is to develop high quality content at
a low cost which is edited into short  entertaining  pieces for  distribution to
consumers  regardless of the mediums (e.g.  Internet,  On-line services or ITV).
The Company owns or, in the instance of libraries yet to be developed,  will own
all  of  the  content.  The  Company  is  not  dependent  on  the  technological
architecture  of the  provider  service  that will  deliver  this content to the
viewer (Internet,  ITV, digital video discs, etc.) and the Company is developing
its products and services to be fully operational on any potential platform.

      Several  of the  Company's  libraries  are  under  development.  The first
product the Company has  completed and  introduced,  the  HotelView(R)  Library,
operated  through the  Company's  currently  wholly owned  subsidiary  HotelView
Corporation  ("HVC"),  is an interactive visual library for the hotel and travel
industry that provides an overview of amenities  available at various hotels and
resorts,  as well as local attractions and services.  On a fee for service basis
paid for by the hotel or resort  property,  the  Company  videotapes,  edits and
produces high quality visual  brochures  ("vignettes"),  two to three minutes in
length,  with a voice  narrative in full-motion  video,  describing the hotel or
resort's  rooms,  suites,  conference  facilities,   lobby,  pool,  restaurants,
grounds, and sports facilities.  The HotelView(R) Library is currently installed
in  travel  agencies   nationwide  and  is  used  to  market  hotel  and  resort
accommodations  including  such  well-know  properties as the  Fountainbleau  in
Miami,  the Arizona  Biltmore,  Walt Disney World Dolphin and Swan, Ritz Carlton
Laguna Niguel, the Essex House in New York City and the Mirage in Las Vegas. The
Company has also  established  relationships  with a number of the larger  hotel
chains such as Hilton, Wyndham, Hyatt and SuperClubs. Pegasus Systems, Inc., one
of the largest  companies  providing  transaction  processing  services  between
travel agents, airline reservation systems and hotels, resorts and hotel chains,
has agreed to endorse and promote the HotelView(R) Library to its client base of
approximately  35,000  hotels,  resorts  and hotel  chains,  including  securing
contracts between their hotel clients and the Company.

      In  addition  to  the  HotelView(R)  Library,  the  Company  is  currently
developing    ConventionView(TM),    CruiseView(TM),    AttractionView(TM)   and
CareView(TM) and plans to create and distribute  additional  libraries on topics
of  general  consumer  interest  including   AdventureView(TM),   CondoView(TM),
TalentView,    CampView(TM),    CampusView(TM),    Health   &   FitnessView(TM),
MedicalView(TM) and ProductView(TM).





                                        8


<PAGE>



      The Company's method of generating revenue may be generally  analogized to
magazine   publishers  in  that  there  is  a  one-time  fee  for  creating  the
advertisement  and the magazine receives revenues each time the ad is run in the
publication.  In the Company's  case, the ads are video vignettes and the ad fee
is paid annually by the participating hotel or resort, with the production costs
incurred in the first year.  Management  believes the Company is able to produce
broadcast quality videos at much lower costs by virtue of its use of independent
camera crews and state-of- the-art digital video editing systems.

      In August 1997 the Company  completed its initial public offering  through
the sale of 1,000,000 shares of Common Stock and 1,150,000 Common Stock Purchase
Warrants (see Description of Securities),  resulting in aggregate gross proceeds
to  the  Company  of  $6,115,000.  Such  offering  was  underwritten  on a  firm
commitment basis by Noble International Investments, Inc., the representative of
the several underwriters.

      The  Company was  incorporated  in May 1993 under the laws of the State of
Florida and commenced  operations in October 1993.  The address of the Company's
principal  executive  and  administrative  office is 1291 SW 29 Avenue,  Pompano
Beach, Florida 33069 and its telephone number is (954) 917-6655. Its fiscal year
end is September 30.

                VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
Each person  receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

      The Company's 1996 Stock Option Plan was adopted by the Board of Directors
and a majority of the  Company's  shareholders  on  February  9, 1997  effective
October 19,  1996.  Under the Plan,  the Company has  reserved an  aggregate  of
200,000  shares of Common Stock for issuance  pursuant to options  granted under
the  Plan  ("Plan  Options").  The  purpose  of the Plan is to  encourage  stock
ownership by officers,  directors, key employees and consultants of the Company,
and to give such  persons a greater  personal  interest  in the  success  of the
Company's  business and an added incentive to continue to advance and contribute
to the Company.  The Board of Directors of the Company will  administer the Plan
including,  without limitation, the selection of the persons who will be granted
Plan Options under the Plan, the type of Plan Options to be granted,  the number
of shares subject to each Plan Option and the Plan Option price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal

                                        9


<PAGE>


Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided  that no Plan  Option may be  exercisable  more than 10 years after the
date of its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the Common Stock, no more than five years after
the date of the grant.

      The Plan was  adopted  by the Board of  Directors  and a  majority  of the
Company's shareholders on February 9, 1997 effective October 19, 1996.

ELIGIBILITY

      Officers,  directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive Non-Qualified Options under the Visual Data
Corporation  1996 Stock Option Plan.  Only officers,  directors and employees of
the Company who are  employed  by the Company or by any  subsidiary  thereof are
eligible to receive Incentive Options.

ADMINISTRATION

      The Plan  will be  administered  by the Board of  Directors.  The Board of
Directors  will  determine  from time to time  those  officers,  directors,  key
employees and consultants of the Company or any of its subsidiaries to whom Plan
Options are to be granted,  the terms and  provisions of the  respective  option
agreements,  the time or times at which such Plan Options shall be granted,  the
type of  Plan  Options  to be  granted,  the  dates  such  Plan  Options  become
exercisable,  the number of shares  subject to each Plan  Option,  the  purchase
price of such shares and the form of payment of such purchase  price.  All other
questions  relating to the administration of the Plan, and the interpretation of
the provisions thereof and of the related option agreements, are resolved by the
Board of Directors.

SHARES SUBJECT TO AWARDS

      The Company has reserved  200,000 of its authorized but unissued shares of
Common  Stock or shares  maintained  in the treasury of the Company for issuance
under the Plan,  and a maximum of 200,000  shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of




                                       10


<PAGE>


Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable  under the Plan may not exceed 200,000 shares  (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and stockholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, an appropriate and  proportionate  adjustment
shall be made in the number or kind of shares  subject to the Plan or subject to
unexercised  Plan  Options and in the  purchase  price per share under such Plan
Options.  Any  adjustment,  however,  does not change the total  purchase  price
payable for the shares subject to outstanding Plan Options.  In the event of the
proposed  dissolution or  liquidation of the Company,  a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's  shares of Common Stock,  the Board of Directors may declare that each
Option  granted under this Plan shall  terminate as of a date to be fixed by the
Board of Directors;  provided  that not less than 30 days written  notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such  Eligible  Person  shall  have the  right,  during  the  period  of 30 days
proceeding such termination, to exercise his Option as to all or any part of the
Shares, including shares of stock as to which such Option would not otherwise be
exercisable.

TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Board of Directors.  Each
Plan Option may be  exercised  in whole or in part at any time during the period
from the date of the  grant  until  the end of the  period  covered  by the Plan
Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock,  with respect to which  Incentive  Stock Options are
first  exercisable by any option holder during any calendar year  (including all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are  qualified  under  Section 422 of the  Internal  Revenue Code of 1986)
shall not exceed $100,000.



                                      11


<PAGE>



EXERCISE PRICE

      The purchase price for shares  subject to Incentive  Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market  value in the case of an  Incentive  Stock  Option  granted to a
person  who is a "10%  stockholder."  A "10%  stockholder"  is a person who owns
(within the meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986)
at the time the Incentive Stock Option is granted,  shares  possessing more than
10% of the total combined voting power of all classes of the outstanding  shares
of the Company,  any parent or any  subsidiaries.  The Plan  provides  that fair
market value shall be determined  by the Board of Directors in  accordance  with
procedures  which it may from time to time  establish.  If the purchase price is
paid with consideration  other than cash, the Board of Directors shall determine
the fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of  Directors  but be not  less  than  the par  value of one  share of the
Company's Common Stock on the date the Option is granted.

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,
promissory  notes secured by the Shares issued  through  exercise of the related
Options,  shares of Common Stock or in such other form or  combination  of forms
which shall be acceptable  to the Board of Directors,  provided that any loan or
guarantee by the Company of the purchase price may only be made upon  resolution
of the Board that such loan or guarantee is  reasonably  expected to benefit the
Company.

OPTION PERIOD

      All  Incentive  Stock  Options  shall expire on or before the tenth (10th)
anniversary  of the  date  the  option  is  granted  except  as  limited  above.
Non-Qualified  Options  shall expire 10 years and one day from the date of grant
unless otherwise provided under the terms of the option grant.

TERMINATION

      All Plan Options are nonassignable and nontransferable,  except by will or
by the  laws of  descent  and  distribution,  and  during  the  lifetime  of the
optionee, may be exercised only by such optionee. If an optionee's employment is


                                      12


<PAGE>


terminated for any reason, other than his death or disability or termination for
cause,  or if an  optionee  is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted to him shall
lapse to the extent unexercised on the earlier of the expiration date or 30 days
following the date of  termination.  If the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the  earlier of the  expiration  date of the Plan Option or the date one year
following the date of the optionee's  death.  If the optionee is permanently and
totally  disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986, the Plan Option granted to him lapses to the extent unexercised on
the earlier of the expiration  date of the option or one year following the date
of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors  may amend,  suspend or  terminate  the Plan at any
time.  However,  no such action may prejudice the rights of any optionee who has
prior  thereto been granted  options under this Plan.  Further,  no amendment to
this Plan which has the effect of (a) increasing the aggregate  number of Shares
subject to this Plan  (except for  adjustments  due to changes in the  Company's
capitalization),  or (b) changing the definition of "Eligible Person" under this
Plan,  may be effective  unless and until  approved by the  stockholders  of the
Company  in the same  manner  as  approval  of this Plan is  required.  Any such
termination  of the Plan  shall not  affect  the  validity  of any Plan  Options
previously  granted  thereunder.  Unless  the Plan shall  theretofore  have been
suspended or terminated by the Board of Directors,  the Plan shall  terminate on
October 19, 2006.

FEDERAL INCOME TAX EFFECTS

      The following discussion applies to the Visual Data Corporation 1996 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
July 31, 1997. It does not purport to be a complete  description  of the federal
income tax  consequences  of the Plan, nor does it describe the  consequences of
state,  local or foreign  tax laws  which may be  applicable.  Accordingly,  any
person receiving a grant under the Plan should consult with his own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee  granted an Incentive Stock Option does not recognize  taxable
income  either  at the  date of grant  or at the  date of its  timely  exercise.
However,  the excess of the fair  market  value of Common  Stock  received  upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference  under Section  56(b)(3) of the Code and may be subject to the
alternative  minimum tax imposed by Section 55 of the Code. Upon  disposition of
stock acquired on exercise of an Incentive Stock Option,  long-term capital gain
or loss is  recognized  in an amount equal to the  difference  between the sales
price and the Incentive Stock Option  exercise  price,  provided that the option


                                      13


<PAGE>


holder has not  disposed of the stock within two years from the date of grant or
within one year from the date of exercise,  whatever is later.  If the Incentive
Stock Option holder  disposes of the acquired  stock  (including the transfer of
acquired  stock in payment of the exercise  price of an Incentive  Stock Option)
without complying with both of these holding period requirements ("Disqualifying
Disposition"),  the option holder will recognize  ordinary income at the time of
such  Disqualifying  Disposition  to the extent of the  difference  between  the
exercise  price and the lesser of the fair market value of the stock on the date
the Incentive  Stock Option is exercised (the value six months after the date of
exercise  may govern in the case of an employee  whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities  Exchange Act of
1934) or the amount realized on such  Disqualifying  Disposition.  Any remaining
gain or loss is treated  as a  short-term  or  long-term  capital  gain or loss,
depending  on how long the  shares  are held.  In the  event of a  Disqualifying
Disposition,  the Incentive Stock Option tax preference  described above may not
apply (although,  where the Disqualifying  Disposition  occurs subsequent to the
year the  Incentive  Stock  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and its  subsidiary  are not entitled to a tax deduction
upon either  exercise  of an  Incentive  Stock  Option or  disposition  of stock
acquired  pursuant  to such an  exercise,  except to the extent  that the Option
holder recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Stock Option pays the  exercise  price,  in
full or in part, with shares of previously  acquired Common Stock,  the exchange
should not affect the Incentive  Stock Option tax treatment of the exercise.  No
gain or loss should be recognized on the  exchange,  and the shares  received by
the  employee,  equal in  number to the  previously  acquired  shares  exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously  acquired shares. The employee will not, however,  be
able to utilize  the old  holding  period  for the  purpose  of  satisfying  the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding  period  which  commences as of the date the Common Stock is issued to
the employee  upon exercise of the  Incentive  Stock  Option.  If an exercise is
effected using shares  previously  acquired through the exercise of an Incentive
Stock Option, the exchange of the previously  acquired shares will be considered
a  disposition  of  such  shares  for  the  purpose  of  determining  whether  a
Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option,  unless the option has a readily  ascertainable fair market value at the
time, but recognizes  ordinary  income  generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
NonQualified  Options is subject to the  restrictions  on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1934, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

                                      14

<PAGE>

                           COMPENSATION AGREEMENTS

      On  October  28,  1997  the  Company  entered  into a  Stock  Compensation
Agreement  with  Arlene  Bonat (the  "Bonat  Agreement")  relative  to  services
rendered  by  Ms.  Bonat  to  the  Company  in  connection  with  the  Company's
CareView(TM)  library,  pursuant to which Ms. Bonat is to be issued an aggregate
of 20,000 shares of the Company's Common Stock as compensation for her services.
A copy of the Bonat  Agreement  is filed as  Exhibit  10(a) to the  Registration
Statement of which this Prospectus forms a part. On October 27, 1997 the Company
entered into a Stock  Compensation  Agreement  with William  Nalley (the "Nalley
Agreement")  relative to  services  to be rendered by Mr.  Nalley to the Company
also in connection with the Company's  CareView(TM)  Library,  pursuant to which
Mr. Nalley is to be issued an aggregate of 10,000 shares of the Company's Common
Stock and $10,000 in cash as compensation for his services. A copy of the Nalley
Agreement is filed as Exhibit 10(b) to the Registration  Statement of which this
Prospectus  forms a part. On September 29, 1997 the Company entered into a Stock
Compensation  Agreement  with Burt Rhodes (the "Rhodes  Agreement")  relative to
services  rendered by Mr.  Rhodes to the  Company  also in  connection  with the
CareView(TM)  library,  pursuant to which Mr. Rhodes is to receive 15,000 shares
of the Company's  Common Stock as compensation  for his services.  A copy of the
Rhodes  Agreement  is filed as Exhibit  10(c) to the  Registration  Statement of
which this  Prospectus  forms a part.  Finally,  on October 15, 1997 the Company
entered  into a Stock  Compensation  Agreement  with  Arthur  Nasso (the  "Nasso
Agreement")  relative  to  accounting  services  rendered  by Mr.  Nasso  to the
Company.  Pursuant  to the  Nasso  Agreement,  Mr.  Nasso  was to be  issued  an
aggregate of 3,000 shares of Common Stock as  compensation  for his services.  A
copy of the  Nasso  Agreement  is filed  as  Exhibit  10(d) to the  Registration
Statement of which this Prospectus forms a part.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the federal  securities laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors  and 10% and  greater  stockholders  may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.











                                      15


<PAGE>

                            DESCRIPTION OF SECURITIES

Common Stock

      The  Company is  authorized  by its  Articles  of  Incorporation  to issue
20,000,000   shares  of  Common  Stock,  of  which  3,022,976  were  issued  and
outstanding  as of October 15, 1997.  The holders of the Company's  Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.

      All shares of the Company's  Common Stock have equal voting  rights,  each
share being entitled to one vote per share for the election of directors and all
other purposes.  Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's Securities.  All of the
Company's  Common  Stock  which is  issued  and  outstanding  is fully  paid and
non-assessable.  Stockholders,  including the holders of any series of preferred
stock  outstanding,  do not have cumulative voting rights,  which means that the
holders of more than 50% of the shares  voting for the election of Directors are
able to elect 100% of the Company's Directors.

      It is not  contemplated  that  any  dividends  will be paid on the  Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its Board of Directors
at that time.

Preferred Stock

      The Company is authorized to issue  5,000,000  shares of preferred  stock,
par value  $.0001 per  share.  The Board of  Directors  of the  Company  has the
authority, without further action by shareholders,  to issue the preferred stock
in one or more series,  and to fix for any series the dividend rate,  redemption
price, liquidation or dissolution preferences,  conversion rights, voting rights
and other  preferences  and  privileges.  There are no shares of preferred stock
currently issued and outstanding.

WARRANTS

Common Stock Purchase Warrants

      The Company has issued and outstanding  1,150,000  redeemable Common Stock
Purchase Warrants ("Warrants"). Each Warrant entitles the holder to purchase one
share of Common Stock at $6.00 per share ("Warrant  Exercise Price")  commencing
February 1, 1998 until the  expiration  of the  Warrants on July 30,  2002.  The
Warrants  are  redeemable  by the  Company  for  $.05 per  Warrant,  at any time
commencing  February 1, 1998, upon 30 days' prior written notice, if the closing
bid price of the Company's Common Stock as reported by the principal exchange on
which the  Common  Stock is  traded  equals  or  exceeds  $7.20 per share for 20
consecutive trading days and ending 30 days prior to the notice of redemption.






                                       16


<PAGE>



      The  Warrants  can only be  exercised  when  there is a current  effective
registration  statement  covering  the  shares of Common  Stock  underlying  the
Warrants.  If the Company does not or is unable to maintain a current  effective
registration  statement,  the Warrant  holders  will be unable to  exercise  the
Warrants  and the  Warrants  may become  valueless.  In  addition,  because  the
Warrants may be transferred, it is possible that the Warrants may be acquired by
persons  residing  in states  where the Company  has not  registered,  or is not
exempt  from  registration.  In  such  event,  if the  shares  of  Common  Stock
underlying the Warrants are not registered or qualified for sale in the state in
which a Warrant holder  resides,  such holder might not be permitted to exercise
the Warrants. Moreover, even if the Warrants could be transferred, the shares of
Common  Stock  underlying  the  Warrants  may not be sold  or  transferred  upon
exercise of the Warrants. Warrant holders residing in those states would have no
choice but to attempt to sell their Warrants or to let them expire unexercised.

      Each  Warrant may be exercised by  surrendering  the Warrant  certificate,
with the  form of  election  to  purchase  on the  reverse  side of the  Warrant
certificate  properly  completed  and  executed,  together  with  payment of the
exercise price to the Warrant  Agent.  The Warrants may be exercised in whole or
from  time to time in part.  If less  than all of the  Warrants  evidenced  by a
Warrant certificate are exercised,  a new Warrant certificate will be issued for
the remaining number of Warrants.

      Holders of the  Warrants  are  protected  against  dilution  of the equity
interest  represented  by  the  underlying  shares  of  Common  Stock  upon  the
occurrence of certain events,  including,  but not limited to, issuance of stock
dividends. If the Company merges, reorganizes or is acquired in such a way as to
terminate the Warrants,  the Warrants may be exercised immediately prior to such
action.  In the event of liquidation,  dissolution or winding up of the Company,
holders of the Warrants are not entitled to participate in the  distribution  of
the Company's assets.

      For the life of the Warrants,  subject to the  redemption  provision,  the
holders  thereof are given the  opportunity  to profit from a rise in the market
price of the Common  Stock of the Company.  The  exercise of the  Warrants  will
result in the dilution of the then book value of the Common Stock of the Company
held by the public  investors and would result in a dilution of their percentage
ownership of the Company. The terms upon which the Company may obtain additional
capital may be adversely  affected  through the period that the Warrants  remain
exercisable. The holders of these Warrants may be expected to exercise them at a
time when the Company would, in all likelihood, be able to obtain equity capital
on terms more favorable than those provided for by the Warrants.

      In the event that the  Warrants  are called for  redemption,  the  Warrant
holders may not be able to exercise their Warrants in the event that the Company
has not updated the registration  statement covering the Warrants and underlying
shares of Common Stock in accordance  with the  requirements of the Act or these
securities  have not been  qualified  for sale under the laws of the state where
the Warrant  holder  resides.  In addition,  in the event that the Warrants have
been called for  redemption,  such call for  redemption  could force the Warrant
holder to  either  (i)  assuming  the  necessary  updating  to the  registration
statement and state blue sky  qualifications  have been  effected,  exercise the
Warrants and pay the exercise  price at a time when,  in the event of a decrease
in  market  price  from  the  period  preceding  the  issuance  of the  call for


                                       17

<PAGE>


redemption,  it may be less  than  advantageous  economically  to do so, or (ii)
accept the redemption price,  which, in the event of an increase in the price of
the stock, could be substantially less than the market value thereof at the time
of redemption.

THE  FOREGOING  DISCUSSION  DOES NOT  ADDRESS  THE TAX  CONSIDERATIONS  THAT MAY
INVOLVE A PARTICULAR  PURCHASER.  ACCORDINGLY,  ALL  PROSPECTIVE  PURCHASERS ARE
ADVISED TO CONSULT THEIR OWN TAX ADVISERS  REGARDING THE FEDERAL,  STATE,  LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE,  OWNERSHIP, AND DISPOSITION OF THE
SHARES OF COMMON STOCK AND WARRANTS.

Other Outstanding Warrants

      Additionally,  as of the  date  of this  Prospectus,  there  are  warrants
outstanding to purchase an aggregate of 110,925 shares of Common Stock, of which
90,201 shares are  exercisable  at $6.60 per share through July 30, 1999;  8,334
shares of which are  exercisable at $2.80 per share through May 20, 1999;  5,581
of which are  exercisable  at $1.40 per share through  March 31, 1998;  2,679 of
which are exercisable at $1.40 per share through  December 1, 1997; and 4,130 of
which are  exercisable at $1.40 per share through July 26, 1998,  which warrants
are held by Randy S. Selman,  the Company's  President,  Chief Executive Officer
and acting Chief Financial Officer (2,791 warrants) and by Alan Saperstein,  the
Company's Executive Vice President and Secretary (1,339 warrants). The shares of
Common Stock  underlying  the warrants  described in this  paragraph  may not be
sold,  transferred  or  assigned  for a period of 24 months  from July 30,  1997
without the prior written consent of Noble International Investments,  Inc., the
representative  ("Representative")  of the several underwriters in the Company's
initial public offering concluded in August 1997. The Representative has advised
the Company  that it does not have a general  policy with respect to the release
of shares prior to the expiration of the lock-up.

STOCK OPTIONS

      As of the date hereof, there are stock options to purchase an aggregate of
282,720  shares of Common Stock  outstanding,  which includes (i) 1,395 of which
are  exercisable at $5.60 per share through March 31, 1999,  (ii) 2,679 of which
are  exercisable  at $1.40 per share through May 30, 1998,  (iii) 4,186 of which
are  exercisable at $1.40 per share through March 31, 1999, and (iv) 274,460 are
exercisable at $.00016 per share  commencing  January 1, 1997 and continue for a
period of five years thereafter,  which options are held by Randy S. Selman, the
Company's  President,  Chief  Executive  Officer  and  Chief  Financial  Officer
(137,230 options) and by Alan Saperstein, the Company's Executive Vice President
and Secretary (137,230 options).

The Nasdaq SmallCap Market

      The Company's  Common Stock and Warrants are traded on The Nasdaq SmallCap
Markets under the symbols "VDAT" and "VDATW", respectively.

Transfer Agent

      The  Company's  transfer  agent and  registrar  for the  Common  Stock and
Warrants is Interwest  Transfer Co., Inc., 1981 East Murray Holladay Road, Suite
100, Salt Lake City, UT 84117.

                                      18


<PAGE>

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

                                 INDEMNIFICATION

      The Articles of  Incorporation of the Company provide  indemnification  of
directors  and  officers  and  other  corporate  agents  to the  fullest  extent
permitted  pursuant to the laws of Florida.  The Articles of Incorporation  also
limit the personal  liability of the Company's  directors to the fullest  extent
permitted  by  the  Florida  Business  Corporation  Act.  The  Florida  Business
Corporation  Act contains  provisions  entitling  directors  and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable  expenses,  including  attorney's fees, as the result of an action or
proceeding  in which they may be  involved  by reason of being or having  been a
director or officers of the Company,  provided said officers of directors  acted
in good faith.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is therefore unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as express in the Act and will be
governed by the final adjudication of such issue.






















                                       19


<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

      (a) The  Registrant's  latest annual report or  transitional  report filed
pursuant to Section  13(a) or 15(d) of the Exchange  Act, or, in the case of the
Registrant, either (1) the latest prospectus filed pursuant to Rule 424(b) under
the  Securities  Act of 1933,  as amended (the  "Act"),  that  contains  audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements  have  been  filed  or (2) the  Registrant's  effective  registration
statement  on Form 10 or 30F filed under the  Exchange  Act  containing  audited
financial statements for the Registrant's latest fiscal year.

      1.    The Company's  Registration Statement on Form SB-2, as amended, File
No. 333- 18819, as declared effective by the Commission on July 30, 1997.

      2.    Quarterly  Report on Form 10-QSB for the nine months  ended June 30,
1997.

      3.    Report on Form 8-K as filed on October 1, 1997.

      (b)   All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registrant's
document referred to in (a) above.

      (c)   The  description  of the  Common  Stock  of  the  Company  which  is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES
-------     -------------------------

      A  description  of  the  Registrant's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.






                                       20


<PAGE>



ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
-------     --------------------------------------

            Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------     -----------------------------------------

            A description of the  indemnification  of the Registrant's  officers
and directors is set forth above under the heading "Indemnification."

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
-------     -----------------------------------

            Not applicable.

ITEM 8.     EXHIBITS
-------     --------

Exhibit                       Description
-------                       -----------

4(a)        Visual  Data  Corporation  1996 Stock  Option  Plan is  incorporated
            herein by reference to Exhibit 10(e) to the  Registration  Statement
            on Form  SB-2,  as  amended,  file  number  333-18819,  as  declared
            effective  by the  Securities  and Exchange  Commission  on July 30,
            1997.

4(b)        Forms of Stock Option Agreements to be issued pursuant to the Visual
            Data Corporation  1996 Stock Option Plan are incorporated  herein by
            reference  to Exhibit  10(e) to the  Registration  Statement on Form
            SB-2, as amended,  file number 333-18819,  as declared  effective by
            the Securities and Exchange Commission on July 30, 1997.

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance  of shares of Common  Stock  pursuant  to the  Visual  Data
            Corporation 1996 Stock Option Plan and the  Compensation  Agreements

10(a)       Form of Stock Compensation Agreement with Arlene Bonat

10(b)       Form of Stock Compensation Agreement with William Nalley

10(c)       Form of Stock Compensation Agreement with Burt Rhodes

10(d)       Form of Stock Compensation Agreement with Arthur Nasso

(24.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(24.2)      Consent of Goldstein Lewin & Co





                                       21

<PAGE>



ITEM 9.     UNDERTAKINGS
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.








                                       22


<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Pompano Beach and the State of Florida,  on the
30th day of October, 1997.

                                    Visual Data Corporation

                                    By:  /s/ Randy S. Selman
                                       ----------------------------- 
                                         Randy S. Selman,
                                         Chairman of the Board,
                                         Principal Executive Officer
                                         and President

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


SIGNATURE                           TITLE                         DATE
---------                           -----                         ----

 /s/ Randy S. Selman                President and Chief        October 30, 1997
---------------------------         Executive Officer and
Randy S. Selman                     Director (Principal
                                    Executive Officer)


 /s/ Alan Saperstein                Vice President,            October 30, 1997
---------------------------         and Director
Alan Saperstein


 /s/ Ben Swirsky                    Director                   October 30, 1997
---------------------------
Ben Swirsky


 /s/ Brian K. Service               Director                   October 30, 1997
---------------------------
Brian K. Service


 /s/ Eric Jacobs                    Director                   October 30, 1997
---------------------------
Eric Jacobs





                                      23

<PAGE>



                                 EXHIBIT INDEX

                            Visual Data Corporation


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

4(a)        Visual Data Corporation 1996 Stock Option Plan is hereby
            incorporated  by  referenced  to  Exhibit  10(e)  to the
            Registration  Statement on Form SB-2,  as amended,  file
            no. 333-18819,  as declared  effective by the Securities
            and Exchange Commission on July 30, 1997

4(b)        Forms of Stock Option  Agreements to be issued  pursuant
            to  the  1996  Stock  Option  Plan  Company  are  hereby
            incorporated  by  reference  to  Exhibit  10(e)  to  the
            Registration  Statement on Form SB-2,  as amended,  file
            no. 333-18819,  as declared  effective by the Securities
            and Exchange Commission on July 30, 1997

(5)         Opinion  of  Atlas,  Pearlman,   Trop  &  Borkson,  P.A.
            relating  to the  issuance  of shares  of  Common  Stock
            pursuant  to  the  1996  Stock   Option   Plan  and  the
            Compensation Agreements

10(a)       Form of Stock Compensation Agreement with Arlene Bonat

10(b)       Form of Stock Compensation Agreement with William Nalley

10(c)       Form of Stock Compensation Agreement with Burt Rhodes

10(d)       Form of Stock Compensation Agreement with Arthur Nasso

(24.1)      Consent  of  Atlas,  Pearlman,   Trop  &  Borkson,  P.A.
            included in the opinion filed as Exhibit (5) hereto

(24.2)      Consent of Goldstein Lewin & Co.
[{"type": "S-8", "sequence": "1", "description": "VISUAL DATA CORPORATION", "secsgml_size_bytes": 65223}]
{"company-data": {"conformed-name": "VISUAL DATA CORP", "cik": "0000919130", "assigned-sic": "2741", "irs-number": "650420146", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39137", "film-number": "97705224"}, "business-address": {"street1": "1600 SOUTH DIXIE HWY", "street2": "STE 3A", "city": "BOCA RATON", "state": "FL", "zip": "33432", "phone": "5613678505"}, "mail-address": {"street1": "1600 S DIXIE HIGHWAY", "street2": "SUITE 3A", "city": "BOCA RATON", "state": "FL", "zip": "33432"}}
As filed with the Securities and Exchange Commission on October 31, 1997
                                                           File No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   __________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   __________

                             VISUAL DATA CORPORATION
               (Exact name of issuer as specified in its charter)

                  Florida                               65-0420146
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)                Identification No.)

             1291 SW 29 Avenue
          Pompano Beach, Florida                           33069
  (Address of principal executive offices)              (Zip Code)
                                   __________

                 VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN
                      AND CERTAIN COMPENSATION AGREEMENTS
                            (Full title of the plan)
                                   __________

                           Randy S. Selman, President
                            1291 Southwest 29 Avenue
                          Pompano Beach, Florida 33069
                                 (954) 917-6655
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                                ________________
CALCULATION OF REGISTRATION FEE

================================================================================
                                         Proposed     Proposed
                                         maximum      maximum
                                         offering     aggregate     Amount of
Title of securities    Amount to be      price per    offering      registration
 to be registered      registered(1)     share(1)     price(1)      fee (1)
================================================================================

Common Stock
($.0001 par value)     248,000 shares    $3.625       $899,000      $272.00

================================================================================

(1)      Estimated  solely  for the  purpose  of  computing  the  amount  of the
         registration  fee in accordance  with Rule 457(c) under the  Securities
         Act based upon the closing bid price for the Common  Stock,  $.0001 per
         share (the "Common Stock") as reported by The Nasdaq SmallCap Market on
         October 28, 1997.

                                        2
VISUAL DATA CORPORATION
         CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
                      and Caption                Caption in Prospectus
                  --------------------           ---------------------
1.      Forepart of Registration State-         Facing Page of Registration
         ment and Outside Front Cover            Statement and Cover Page of
         Page of Prospectus                      Prospectus

 2.      Inside Front and Outside Back           Inside Cover Page of Prospectus
         Cover Pages of Prospectus               and Outside Cover Page of Prospectus

 3.      Summary Information, Risk Fac-          Not Applicable
         tors and Ratio of Earnings to
         Fixed Charges

 4.      Use of Proceeds                         Not Applicable

 5.      Determination of Offering Price         Not Applicable

 6.      Dilution                                Not Applicable

 7.      Selling Security Holders                Not Applicable

 8.      Plan of Distribution                    Cover Page of Prospectus and Sales
                                                 by Selling Security Holders

 9.      Description of Securities to be         Description of Securities; Visual Data
         Registered                              Corporation 1996 Stock Option Plan;
                                                 Compensation Agreements

10.      Interests of Named Experts and          Legal Matters
         Counsel

11.      Material Changes                        Not Applicable

12.      Incorporation of Certain Infor-         Incorporation of Certain
         mation by Reference                     Documents by Reference

13.      Disclosure of Commission Posi-          Indemnification
         tion on Indemnification for
         Securities Act Liabilities
3
PROSPECTUS
                             VISUAL DATA CORPORATION

                         248,000 Shares of Common Stock

                               ($.0001 par value)

                   200,000 Shares To Be Issued Pursuant to the
                 Visual Data Corporation 1996 Stock Option Plan
                         and 48,000 Shares To Be Issued
                Pursuant to Certain Stock Compensation Agreements

      This  Prospectus  is  part of a  Registration  Statement  which  registers
200,000 shares of common stock,  $.0001 par value (the "Common Stock") of Visual
Data Corporation (the "Company")  which may be issued,  as set forth herein,  to
officers,  directors,  key employees and consultants of the Company  pursuant to
the  exercise of  non-qualified  or  incentive  stock  options to purchase up to
200,000  shares of Common  Stock  under and in  accordance  with the Visual Data
Corporation 1996 Stock Option Plan (the "Plan") (the Plan covers the issuance of
up to 200,000 shares of Common Stock), and separate stock option agreements with
officers,  directors,  key employees and consultants  (the "Option  Agreements")
(such options being collectively  referred to as "Options").  All of the Options
or shares of Common Stock will be granted or issued to such officers, directors,
key employees and consultants pursuant to individual written option agreements.

      This  Prospectus is part of a Registration  Statement which also registers
an aggregate of 48,000  shares of Common Stock (the  "Compensation  Stock"),  of
which 20,000 shares are to be issued pursuant to a Stock Compensation  Agreement
between the Company and Arlene Bonat (the "Bonat Agreement"),  10,000 shares are
to be issued pursuant to a Stock Compensation  Agreement between the Company and
William Nalley (the "Nalley Agreement"), 15,000 shares are to be issued pursuant
to a Stock  Compensation  Agreement  between  the  Company  and Burt Rhodes (the
"Rhodes  Agreement") and the remaining 3,000 shares are to be issued pursuant to
a Stock Compensation  Agreement between the Company and Arthur Nasso (the "Nasso
Agreement").  The Bonat Agreement,  Nalley Agreement, Rhodes Agreement and Nasso
Agreement  are  herein  after  collectively  referred  to as  the  "Compensation
Agreements."

      The individuals to whom Options may be granted,  together with the holders
of the Compensation Stock may sometimes hereafter be collectively referred to as
the  "Selling  Security  Holders."  The Company has been  advised by the Selling
Security  Holders that they may sell all or a portion of the shares from time to
time in the  over-the-counter  market, in negotiated  transactions,  directly or
through brokers or otherwise, and that such shares will be sold at market prices
prevailing  at the time of such sales or at negotiated  prices,  and the Company
will not  receive  any  proceeds  from such sales  except  upon  exercise of the
Options.

                                        4
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the shares  issuable  upon exercise of the Options or under the
terms of the Compensation Agreements shall, under any circumstances,  create any
implication  that there has been no change in the affairs of the  Company  since
the date hereof.
                                   __________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                   __________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this Prospectus is October 30, 1997.

                                      5
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock and  Warrants are traded on The Nasdaq  SmallCap  Market under the symbols
"VDAT" and "VDATW", respectively.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an  aggregate of 248,000  shares of the  Company's
Common Stock,  issued or to be issued to officers,  directors,  key employees or
consultants  to the  Company  under the Plan and the  Option  Agreements  or the
Compensation Agreements, as the case may be. This Prospectus, which is Part I of
the  Registration   Statement,   omits  certain  information  contained  in  the
Registration Statement.  For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus,  reference is made to
the Registration Statement,  including the exhibits thereto.  Statements in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.    The Company's  Registration Statement on Form SB-2, as amended, File
No. 333- 18819, as declared effective by the Commission on July 30, 1997.

      2.    Quarterly  Report on Form 10-QSB for the nine months  ended June 30,
1997.

      3.    Report on Form 8-K as filed on October 1, 1997.

                                        6
4     All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to above.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies should be directed to Corporate Secretary,  Visual Data
Corporation,  1291 SW 29 Avenue,  Pompano Beach,  Florida  33069,  Telephone No.
(954) 917-6655.

                                      7
THE COMPANY

      Visual Data Corporation (the "Company") is a multi-media content developer
specializing in the production, marketing and distribution of visual information
for the Internet, other On-line services and, eventually, interactive television
(ITV).  "Content"  is defined  as the  information  carried  on the  information
superhighways. Through its international network of independent camera crews and
state-of-the-art  digital video  production  studio,  the Company develops full-
motion visual libraries  containing short, concise vignettes relating to various
topics of consumer interest such as travel, education, health, fitness, medicine
and consumer products. The Company's focus is to develop high quality content at
a low cost which is edited into short  entertaining  pieces for  distribution to
consumers  regardless of the mediums (e.g.  Internet,  On-line services or ITV).
The Company owns or, in the instance of libraries yet to be developed,  will own
all  of  the  content.  The  Company  is  not  dependent  on  the  technological
architecture  of the  provider  service  that will  deliver  this content to the
viewer (Internet,  ITV, digital video discs, etc.) and the Company is developing
its products and services to be fully operational on any potential platform.

      Several  of the  Company's  libraries  are  under  development.  The first
product the Company has  completed and  introduced,  the  HotelView(R)  Library,
operated  through the  Company's  currently  wholly owned  subsidiary  HotelView
Corporation  ("HVC"),  is an interactive visual library for the hotel and travel
industry that provides an overview of amenities  available at various hotels and
resorts,  as well as local attractions and services.  On a fee for service basis
paid for by the hotel or resort  property,  the  Company  videotapes,  edits and
produces high quality visual  brochures  ("vignettes"),  two to three minutes in
length,  with a voice  narrative in full-motion  video,  describing the hotel or
resort's  rooms,  suites,  conference  facilities,   lobby,  pool,  restaurants,
grounds, and sports facilities.  The HotelView(R) Library is currently installed
in  travel  agencies   nationwide  and  is  used  to  market  hotel  and  resort
accommodations  including  such  well-know  properties as the  Fountainbleau  in
Miami,  the Arizona  Biltmore,  Walt Disney World Dolphin and Swan, Ritz Carlton
Laguna Niguel, the Essex House in New York City and the Mirage in Las Vegas. The
Company has also  established  relationships  with a number of the larger  hotel
chains such as Hilton, Wyndham, Hyatt and SuperClubs. Pegasus Systems, Inc., one
of the largest  companies  providing  transaction  processing  services  between
travel agents, airline reservation systems and hotels, resorts and hotel chains,
has agreed to endorse and promote the HotelView(R) Library to its client base of
approximately  35,000  hotels,  resorts  and hotel  chains,  including  securing
contracts between their hotel clients and the Company.

      In  addition  to  the  HotelView(R)  Library,  the  Company  is  currently
developing    ConventionView(TM),    CruiseView(TM),    AttractionView(TM)   and
CareView(TM) and plans to create and distribute  additional  libraries on topics
of  general  consumer  interest  including   AdventureView(TM),   CondoView(TM),
TalentView,    CampView(TM),    CampusView(TM),    Health   &   FitnessView(TM),
MedicalView(TM) and ProductView(TM).

                                        8
The Company's method of generating revenue may be generally  analogized to
magazine   publishers  in  that  there  is  a  one-time  fee  for  creating  the
advertisement  and the magazine receives revenues each time the ad is run in the
publication.  In the Company's  case, the ads are video vignettes and the ad fee
is paid annually by the participating hotel or resort, with the production costs
incurred in the first year.  Management  believes the Company is able to produce
broadcast quality videos at much lower costs by virtue of its use of independent
camera crews and state-of- the-art digital video editing systems.

      In August 1997 the Company  completed its initial public offering  through
the sale of 1,000,000 shares of Common Stock and 1,150,000 Common Stock Purchase
Warrants (see Description of Securities),  resulting in aggregate gross proceeds
to  the  Company  of  $6,115,000.  Such  offering  was  underwritten  on a  firm
commitment basis by Noble International Investments, Inc., the representative of
the several underwriters.

      The  Company was  incorporated  in May 1993 under the laws of the State of
Florida and commenced  operations in October 1993.  The address of the Company's
principal  executive  and  administrative  office is 1291 SW 29 Avenue,  Pompano
Beach, Florida 33069 and its telephone number is (954) 917-6655. Its fiscal year
end is September 30.

                VISUAL DATA CORPORATION 1996 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
Each person  receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

      The Company's 1996 Stock Option Plan was adopted by the Board of Directors
and a majority of the  Company's  shareholders  on  February  9, 1997  effective
October 19,  1996.  Under the Plan,  the Company has  reserved an  aggregate  of
200,000  shares of Common Stock for issuance  pursuant to options  granted under
the  Plan  ("Plan  Options").  The  purpose  of the Plan is to  encourage  stock
ownership by officers,  directors, key employees and consultants of the Company,
and to give such  persons a greater  personal  interest  in the  success  of the
Company's  business and an added incentive to continue to advance and contribute
to the Company.  The Board of Directors of the Company will  administer the Plan
including,  without limitation, the selection of the persons who will be granted
Plan Options under the Plan, the type of Plan Options to be granted,  the number
of shares subject to each Plan Option and the Plan Option price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal

                                        9
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided  that no Plan  Option may be  exercisable  more than 10 years after the
date of its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the Common Stock, no more than five years after
the date of the grant.

      The Plan was  adopted  by the Board of  Directors  and a  majority  of the
Company's shareholders on February 9, 1997 effective October 19, 1996.

ELIGIBILITY

      Officers,  directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive Non-Qualified Options under the Visual Data
Corporation  1996 Stock Option Plan.  Only officers,  directors and employees of
the Company who are  employed  by the Company or by any  subsidiary  thereof are
eligible to receive Incentive Options.

ADMINISTRATION

      The Plan  will be  administered  by the Board of  Directors.  The Board of
Directors  will  determine  from time to time  those  officers,  directors,  key
employees and consultants of the Company or any of its subsidiaries to whom Plan
Options are to be granted,  the terms and  provisions of the  respective  option
agreements,  the time or times at which such Plan Options shall be granted,  the
type of  Plan  Options  to be  granted,  the  dates  such  Plan  Options  become
exercisable,  the number of shares  subject to each Plan  Option,  the  purchase
price of such shares and the form of payment of such purchase  price.  All other
questions  relating to the administration of the Plan, and the interpretation of
the provisions thereof and of the related option agreements, are resolved by the
Board of Directors.

SHARES SUBJECT TO AWARDS

      The Company has reserved  200,000 of its authorized but unissued shares of
Common  Stock or shares  maintained  in the treasury of the Company for issuance
under the Plan,  and a maximum of 200,000  shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of

                                       10
Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable  under the Plan may not exceed 200,000 shares  (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and stockholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, an appropriate and  proportionate  adjustment
shall be made in the number or kind of shares  subject to the Plan or subject to
unexercised  Plan  Options and in the  purchase  price per share under such Plan
Options.  Any  adjustment,  however,  does not change the total  purchase  price
payable for the shares subject to outstanding Plan Options.  In the event of the
proposed  dissolution or  liquidation of the Company,  a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's  shares of Common Stock,  the Board of Directors may declare that each
Option  granted under this Plan shall  terminate as of a date to be fixed by the
Board of Directors;  provided  that not less than 30 days written  notice of the
date so fixed shall be given to each Eligible Person holding an Option, and each
such  Eligible  Person  shall  have the  right,  during  the  period  of 30 days
proceeding such termination, to exercise his Option as to all or any part of the
Shares, including shares of stock as to which such Option would not otherwise be
exercisable.

TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Board of Directors.  Each
Plan Option may be  exercised  in whole or in part at any time during the period
from the date of the  grant  until  the end of the  period  covered  by the Plan
Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock,  with respect to which  Incentive  Stock Options are
first  exercisable by any option holder during any calendar year  (including all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are  qualified  under  Section 422 of the  Internal  Revenue Code of 1986)
shall not exceed $100,000.

                                      11
EXERCISE PRICE

      The purchase price for shares  subject to Incentive  Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market  value in the case of an  Incentive  Stock  Option  granted to a
person  who is a "10%  stockholder."  A "10%  stockholder"  is a person who owns
(within the meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986)
at the time the Incentive Stock Option is granted,  shares  possessing more than
10% of the total combined voting power of all classes of the outstanding  shares
of the Company,  any parent or any  subsidiaries.  The Plan  provides  that fair
market value shall be determined  by the Board of Directors in  accordance  with
procedures  which it may from time to time  establish.  If the purchase price is
paid with consideration  other than cash, the Board of Directors shall determine
the fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of  Directors  but be not  less  than  the par  value of one  share of the
Company's Common Stock on the date the Option is granted.

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,
promissory  notes secured by the Shares issued  through  exercise of the related
Options,  shares of Common Stock or in such other form or  combination  of forms
which shall be acceptable  to the Board of Directors,  provided that any loan or
guarantee by the Company of the purchase price may only be made upon  resolution
of the Board that such loan or guarantee is  reasonably  expected to benefit the
Company.

OPTION PERIOD

      All  Incentive  Stock  Options  shall expire on or before the tenth (10th)
anniversary  of the  date  the  option  is  granted  except  as  limited  above.
Non-Qualified  Options  shall expire 10 years and one day from the date of grant
unless otherwise provided under the terms of the option grant.

TERMINATION

      All Plan Options are nonassignable and nontransferable,  except by will or
by the  laws of  descent  and  distribution,  and  during  the  lifetime  of the
optionee, may be exercised only by such optionee. If an optionee's employment is

                                      12
terminated for any reason, other than his death or disability or termination for
cause,  or if an  optionee  is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted to him shall
lapse to the extent unexercised on the earlier of the expiration date or 30 days
following the date of  termination.  If the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the  earlier of the  expiration  date of the Plan Option or the date one year
following the date of the optionee's  death.  If the optionee is permanently and
totally  disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986, the Plan Option granted to him lapses to the extent unexercised on
the earlier of the expiration  date of the option or one year following the date
of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors  may amend,  suspend or  terminate  the Plan at any
time.  However,  no such action may prejudice the rights of any optionee who has
prior  thereto been granted  options under this Plan.  Further,  no amendment to
this Plan which has the effect of (a) increasing the aggregate  number of Shares
subject to this Plan  (except for  adjustments  due to changes in the  Company's
capitalization),  or (b) changing the definition of "Eligible Person" under this
Plan,  may be effective  unless and until  approved by the  stockholders  of the
Company  in the same  manner  as  approval  of this Plan is  required.  Any such
termination  of the Plan  shall not  affect  the  validity  of any Plan  Options
previously  granted  thereunder.  Unless  the Plan shall  theretofore  have been
suspended or terminated by the Board of Directors,  the Plan shall  terminate on
October 19, 2006.

FEDERAL INCOME TAX EFFECTS

      The following discussion applies to the Visual Data Corporation 1996 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
July 31, 1997. It does not purport to be a complete  description  of the federal
income tax  consequences  of the Plan, nor does it describe the  consequences of
state,  local or foreign  tax laws  which may be  applicable.  Accordingly,  any
person receiving a grant under the Plan should consult with his own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee  granted an Incentive Stock Option does not recognize  taxable
income  either  at the  date of grant  or at the  date of its  timely  exercise.
However,  the excess of the fair  market  value of Common  Stock  received  upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference  under Section  56(b)(3) of the Code and may be subject to the
alternative  minimum tax imposed by Section 55 of the Code. Upon  disposition of
stock acquired on exercise of an Incentive Stock Option,  long-term capital gain
or loss is  recognized  in an amount equal to the  difference  between the sales
price and the Incentive Stock Option  exercise  price,  provided that the option

                                      13
holder has not  disposed of the stock within two years from the date of grant or
within one year from the date of exercise,  whatever is later.  If the Incentive
Stock Option holder  disposes of the acquired  stock  (including the transfer of
acquired  stock in payment of the exercise  price of an Incentive  Stock Option)
without complying with both of these holding period requirements ("Disqualifying
Disposition"),  the option holder will recognize  ordinary income at the time of
such  Disqualifying  Disposition  to the extent of the  difference  between  the
exercise  price and the lesser of the fair market value of the stock on the date
the Incentive  Stock Option is exercised (the value six months after the date of
exercise  may govern in the case of an employee  whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities  Exchange Act of
1934) or the amount realized on such  Disqualifying  Disposition.  Any remaining
gain or loss is treated  as a  short-term  or  long-term  capital  gain or loss,
depending  on how long the  shares  are held.  In the  event of a  Disqualifying
Disposition,  the Incentive Stock Option tax preference  described above may not
apply (although,  where the Disqualifying  Disposition  occurs subsequent to the
year the  Incentive  Stock  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and its  subsidiary  are not entitled to a tax deduction
upon either  exercise  of an  Incentive  Stock  Option or  disposition  of stock
acquired  pursuant  to such an  exercise,  except to the extent  that the Option
holder recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Stock Option pays the  exercise  price,  in
full or in part, with shares of previously  acquired Common Stock,  the exchange
should not affect the Incentive  Stock Option tax treatment of the exercise.  No
gain or loss should be recognized on the  exchange,  and the shares  received by
the  employee,  equal in  number to the  previously  acquired  shares  exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously  acquired shares. The employee will not, however,  be
able to utilize  the old  holding  period  for the  purpose  of  satisfying  the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding  period  which  commences as of the date the Common Stock is issued to
the employee  upon exercise of the  Incentive  Stock  Option.  If an exercise is
effected using shares  previously  acquired through the exercise of an Incentive
Stock Option, the exchange of the previously  acquired shares will be considered
a  disposition  of  such  shares  for  the  purpose  of  determining  whether  a
Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option,  unless the option has a readily  ascertainable fair market value at the
time, but recognizes  ordinary  income  generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
NonQualified  Options is subject to the  restrictions  on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1934, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

                                      14
COMPENSATION AGREEMENTS

      On  October  28,  1997  the  Company  entered  into a  Stock  Compensation
Agreement  with  Arlene  Bonat (the  "Bonat  Agreement")  relative  to  services
rendered  by  Ms.  Bonat  to  the  Company  in  connection  with  the  Company's
CareView(TM)  library,  pursuant to which Ms. Bonat is to be issued an aggregate
of 20,000 shares of the Company's Common Stock as compensation for her services.
A copy of the Bonat  Agreement  is filed as  Exhibit  10(a) to the  Registration
Statement of which this Prospectus forms a part. On October 27, 1997 the Company
entered into a Stock  Compensation  Agreement  with William  Nalley (the "Nalley
Agreement")  relative to  services  to be rendered by Mr.  Nalley to the Company
also in connection with the Company's  CareView(TM)  Library,  pursuant to which
Mr. Nalley is to be issued an aggregate of 10,000 shares of the Company's Common
Stock and $10,000 in cash as compensation for his services. A copy of the Nalley
Agreement is filed as Exhibit 10(b) to the Registration  Statement of which this
Prospectus  forms a part. On September 29, 1997 the Company entered into a Stock
Compensation  Agreement  with Burt Rhodes (the "Rhodes  Agreement")  relative to
services  rendered by Mr.  Rhodes to the  Company  also in  connection  with the
CareView(TM)  library,  pursuant to which Mr. Rhodes is to receive 15,000 shares
of the Company's  Common Stock as compensation  for his services.  A copy of the
Rhodes  Agreement  is filed as Exhibit  10(c) to the  Registration  Statement of
which this  Prospectus  forms a part.  Finally,  on October 15, 1997 the Company
entered  into a Stock  Compensation  Agreement  with  Arthur  Nasso (the  "Nasso
Agreement")  relative  to  accounting  services  rendered  by Mr.  Nasso  to the
Company.  Pursuant  to the  Nasso  Agreement,  Mr.  Nasso  was to be  issued  an
aggregate of 3,000 shares of Common Stock as  compensation  for his services.  A
copy of the  Nasso  Agreement  is filed  as  Exhibit  10(d) to the  Registration
Statement of which this Prospectus forms a part.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the federal  securities laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors  and 10% and  greater  stockholders  may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                                      15
DESCRIPTION OF SECURITIES

Common Stock

      The  Company is  authorized  by its  Articles  of  Incorporation  to issue
20,000,000   shares  of  Common  Stock,  of  which  3,022,976  were  issued  and
outstanding  as of October 15, 1997.  The holders of the Company's  Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.

      All shares of the Company's  Common Stock have equal voting  rights,  each
share being entitled to one vote per share for the election of directors and all
other purposes.  Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's Securities.  All of the
Company's  Common  Stock  which is  issued  and  outstanding  is fully  paid and
non-assessable.  Stockholders,  including the holders of any series of preferred
stock  outstanding,  do not have cumulative voting rights,  which means that the
holders of more than 50% of the shares  voting for the election of Directors are
able to elect 100% of the Company's Directors.

      It is not  contemplated  that  any  dividends  will be paid on the  Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its Board of Directors
at that time.

Preferred Stock

      The Company is authorized to issue  5,000,000  shares of preferred  stock,
par value  $.0001 per  share.  The Board of  Directors  of the  Company  has the
authority, without further action by shareholders,  to issue the preferred stock
in one or more series,  and to fix for any series the dividend rate,  redemption
price, liquidation or dissolution preferences,  conversion rights, voting rights
and other  preferences  and  privileges.  There are no shares of preferred stock
currently issued and outstanding.

WARRANTS

Common Stock Purchase Warrants

      The Company has issued and outstanding  1,150,000  redeemable Common Stock
Purchase Warrants ("Warrants"). Each Warrant entitles the holder to purchase one
share of Common Stock at $6.00 per share ("Warrant  Exercise Price")  commencing
February 1, 1998 until the  expiration  of the  Warrants on July 30,  2002.  The
Warrants  are  redeemable  by the  Company  for  $.05 per  Warrant,  at any time
commencing  February 1, 1998, upon 30 days' prior written notice, if the closing
bid price of the Company's Common Stock as reported by the principal exchange on
which the  Common  Stock is  traded  equals  or  exceeds  $7.20 per share for 20
consecutive trading days and ending 30 days prior to the notice of redemption.

                                       16
The  Warrants  can only be  exercised  when  there is a current  effective
registration  statement  covering  the  shares of Common  Stock  underlying  the
Warrants.  If the Company does not or is unable to maintain a current  effective
registration  statement,  the Warrant  holders  will be unable to  exercise  the
Warrants  and the  Warrants  may become  valueless.  In  addition,  because  the
Warrants may be transferred, it is possible that the Warrants may be acquired by
persons  residing  in states  where the Company  has not  registered,  or is not
exempt  from  registration.  In  such  event,  if the  shares  of  Common  Stock
underlying the Warrants are not registered or qualified for sale in the state in
which a Warrant holder  resides,  such holder might not be permitted to exercise
the Warrants. Moreover, even if the Warrants could be transferred, the shares of
Common  Stock  underlying  the  Warrants  may not be sold  or  transferred  upon
exercise of the Warrants. Warrant holders residing in those states would have no
choice but to attempt to sell their Warrants or to let them expire unexercised.

      Each  Warrant may be exercised by  surrendering  the Warrant  certificate,
with the  form of  election  to  purchase  on the  reverse  side of the  Warrant
certificate  properly  completed  and  executed,  together  with  payment of the
exercise price to the Warrant  Agent.  The Warrants may be exercised in whole or
from  time to time in part.  If less  than all of the  Warrants  evidenced  by a
Warrant certificate are exercised,  a new Warrant certificate will be issued for
the remaining number of Warrants.

      Holders of the  Warrants  are  protected  against  dilution  of the equity
interest  represented  by  the  underlying  shares  of  Common  Stock  upon  the
occurrence of certain events,  including,  but not limited to, issuance of stock
dividends. If the Company merges, reorganizes or is acquired in such a way as to
terminate the Warrants,  the Warrants may be exercised immediately prior to such
action.  In the event of liquidation,  dissolution or winding up of the Company,
holders of the Warrants are not entitled to participate in the  distribution  of
the Company's assets.

      For the life of the Warrants,  subject to the  redemption  provision,  the
holders  thereof are given the  opportunity  to profit from a rise in the market
price of the Common  Stock of the Company.  The  exercise of the  Warrants  will
result in the dilution of the then book value of the Common Stock of the Company
held by the public  investors and would result in a dilution of their percentage
ownership of the Company. The terms upon which the Company may obtain additional
capital may be adversely  affected  through the period that the Warrants  remain
exercisable. The holders of these Warrants may be expected to exercise them at a
time when the Company would, in all likelihood, be able to obtain equity capital
on terms more favorable than those provided for by the Warrants.

      In the event that the  Warrants  are called for  redemption,  the  Warrant
holders may not be able to exercise their Warrants in the event that the Company
has not updated the registration  statement covering the Warrants and underlying
shares of Common Stock in accordance  with the  requirements of the Act or these
securities  have not been  qualified  for sale under the laws of the state where
the Warrant  holder  resides.  In addition,  in the event that the Warrants have
been called for  redemption,  such call for  redemption  could force the Warrant
holder to  either  (i)  assuming  the  necessary  updating  to the  registration
statement and state blue sky  qualifications  have been  effected,  exercise the
Warrants and pay the exercise  price at a time when,  in the event of a decrease
in  market  price  from  the  period  preceding  the  issuance  of the  call for

                                       17
redemption,  it may be less  than  advantageous  economically  to do so, or (ii)
accept the redemption price,  which, in the event of an increase in the price of
the stock, could be substantially less than the market value thereof at the time
of redemption.

THE  FOREGOING  DISCUSSION  DOES NOT  ADDRESS  THE TAX  CONSIDERATIONS  THAT MAY
INVOLVE A PARTICULAR  PURCHASER.  ACCORDINGLY,  ALL  PROSPECTIVE  PURCHASERS ARE
ADVISED TO CONSULT THEIR OWN TAX ADVISERS  REGARDING THE FEDERAL,  STATE,  LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE,  OWNERSHIP, AND DISPOSITION OF THE
SHARES OF COMMON STOCK AND WARRANTS.

Other Outstanding Warrants

      Additionally,  as of the  date  of this  Prospectus,  there  are  warrants
outstanding to purchase an aggregate of 110,925 shares of Common Stock, of which
90,201 shares are  exercisable  at $6.60 per share through July 30, 1999;  8,334
shares of which are  exercisable at $2.80 per share through May 20, 1999;  5,581
of which are  exercisable  at $1.40 per share through  March 31, 1998;  2,679 of
which are exercisable at $1.40 per share through  December 1, 1997; and 4,130 of
which are  exercisable at $1.40 per share through July 26, 1998,  which warrants
are held by Randy S. Selman,  the Company's  President,  Chief Executive Officer
and acting Chief Financial Officer (2,791 warrants) and by Alan Saperstein,  the
Company's Executive Vice President and Secretary (1,339 warrants). The shares of
Common Stock  underlying  the warrants  described in this  paragraph  may not be
sold,  transferred  or  assigned  for a period of 24 months  from July 30,  1997
without the prior written consent of Noble International Investments,  Inc., the
representative  ("Representative")  of the several underwriters in the Company's
initial public offering concluded in August 1997. The Representative has advised
the Company  that it does not have a general  policy with respect to the release
of shares prior to the expiration of the lock-up.

STOCK OPTIONS

      As of the date hereof, there are stock options to purchase an aggregate of
282,720  shares of Common Stock  outstanding,  which includes (i) 1,395 of which
are  exercisable at $5.60 per share through March 31, 1999,  (ii) 2,679 of which
are  exercisable  at $1.40 per share through May 30, 1998,  (iii) 4,186 of which
are  exercisable at $1.40 per share through March 31, 1999, and (iv) 274,460 are
exercisable at $.00016 per share  commencing  January 1, 1997 and continue for a
period of five years thereafter,  which options are held by Randy S. Selman, the
Company's  President,  Chief  Executive  Officer  and  Chief  Financial  Officer
(137,230 options) and by Alan Saperstein, the Company's Executive Vice President
and Secretary (137,230 options).

The Nasdaq SmallCap Market

      The Company's  Common Stock and Warrants are traded on The Nasdaq SmallCap
Markets under the symbols "VDAT" and "VDATW", respectively.

Transfer Agent

      The  Company's  transfer  agent and  registrar  for the  Common  Stock and
Warrants is Interwest  Transfer Co., Inc., 1981 East Murray Holladay Road, Suite
100, Salt Lake City, UT 84117.

                                      18
LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301.

                                 INDEMNIFICATION

      The Articles of  Incorporation of the Company provide  indemnification  of
directors  and  officers  and  other  corporate  agents  to the  fullest  extent
permitted  pursuant to the laws of Florida.  The Articles of Incorporation  also
limit the personal  liability of the Company's  directors to the fullest  extent
permitted  by  the  Florida  Business  Corporation  Act.  The  Florida  Business
Corporation  Act contains  provisions  entitling  directors  and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable  expenses,  including  attorney's fees, as the result of an action or
proceeding  in which they may be  involved  by reason of being or having  been a
director or officers of the Company,  provided said officers of directors  acted
in good faith.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is therefore unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as express in the Act and will be
governed by the final adjudication of such issue.

                                       19
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

      (a) The  Registrant's  latest annual report or  transitional  report filed
pursuant to Section  13(a) or 15(d) of the Exchange  Act, or, in the case of the
Registrant, either (1) the latest prospectus filed pursuant to Rule 424(b) under
the  Securities  Act of 1933,  as amended (the  "Act"),  that  contains  audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements  have  been  filed  or (2) the  Registrant's  effective  registration
statement  on Form 10 or 30F filed under the  Exchange  Act  containing  audited
financial statements for the Registrant's latest fiscal year.

      1.    The Company's  Registration Statement on Form SB-2, as amended, File
No. 333- 18819, as declared effective by the Commission on July 30, 1997.

      2.    Quarterly  Report on Form 10-QSB for the nine months  ended June 30,
1997.

      3.    Report on Form 8-K as filed on October 1, 1997.

      (b)   All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registrant's
document referred to in (a) above.

      (c)   The  description  of the  Common  Stock  of  the  Company  which  is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES
-------     -------------------------

      A  description  of  the  Registrant's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

                                       20
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
-------     --------------------------------------

            Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------     -----------------------------------------

            A description of the  indemnification  of the Registrant's  officers
and directors is set forth above under the heading "Indemnification."

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
-------     -----------------------------------

            Not applicable.

ITEM 8.     EXHIBITS
-------     --------

Exhibit                       Description
-------                       -----------

4(a)        Visual  Data  Corporation  1996 Stock  Option  Plan is  incorporated
            herein by reference to Exhibit 10(e) to the  Registration  Statement
            on Form  SB-2,  as  amended,  file  number  333-18819,  as  declared
            effective  by the  Securities  and Exchange  Commission  on July 30,
            1997.

4(b)        Forms of Stock Option Agreements to be issued pursuant to the Visual
            Data Corporation  1996 Stock Option Plan are incorporated  herein by
            reference  to Exhibit  10(e) to the  Registration  Statement on Form
            SB-2, as amended,  file number 333-18819,  as declared  effective by
            the Securities and Exchange Commission on July 30, 1997.

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance  of shares of Common  Stock  pursuant  to the  Visual  Data
            Corporation 1996 Stock Option Plan and the  Compensation  Agreements

10(a)       Form of Stock Compensation Agreement with Arlene Bonat

10(b)       Form of Stock Compensation Agreement with William Nalley

10(c)       Form of Stock Compensation Agreement with Burt Rhodes

10(d)       Form of Stock Compensation Agreement with Arthur Nasso

(24.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(24.2)      Consent of Goldstein Lewin & Co

                                       21
ITEM 9.     UNDERTAKINGS
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       22
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Pompano Beach and the State of Florida,  on the
30th day of October, 1997.

                                    Visual Data Corporation

                                    By:  /s/ Randy S. Selman
                                       ----------------------------- 
                                         Randy S. Selman,
                                         Chairman of the Board,
                                         Principal Executive Officer
                                         and President

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE                           TITLE                         DATE
---------                           -----                         ----

 /s/ Randy S. Selman                President and Chief        October 30, 1997
---------------------------         Executive Officer and
Randy S. Selman                     Director (Principal
                                    Executive Officer)

 /s/ Alan Saperstein                Vice President,            October 30, 1997
---------------------------         and Director
Alan Saperstein

 /s/ Ben Swirsky                    Director                   October 30, 1997
---------------------------
Ben Swirsky

 /s/ Brian K. Service               Director                   October 30, 1997
---------------------------
Brian K. Service

 /s/ Eric Jacobs                    Director                   October 30, 1997
---------------------------
Eric Jacobs

                                      23
EXHIBIT INDEX

                            Visual Data Corporation

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

4(a)        Visual Data Corporation 1996 Stock Option Plan is hereby
            incorporated  by  referenced  to  Exhibit  10(e)  to the
            Registration  Statement on Form SB-2,  as amended,  file
            no. 333-18819,  as declared  effective by the Securities
            and Exchange Commission on July 30, 1997

4(b)        Forms of Stock Option  Agreements to be issued  pursuant
            to  the  1996  Stock  Option  Plan  Company  are  hereby
            incorporated  by  reference  to  Exhibit  10(e)  to  the
            Registration  Statement on Form SB-2,  as amended,  file
            no. 333-18819,  as declared  effective by the Securities
            and Exchange Commission on July 30, 1997

(5)         Opinion  of  Atlas,  Pearlman,   Trop  &  Borkson,  P.A.
            relating  to the  issuance  of shares  of  Common  Stock
            pursuant  to  the  1996  Stock   Option   Plan  and  the
            Compensation Agreements

10(a)       Form of Stock Compensation Agreement with Arlene Bonat

10(b)       Form of Stock Compensation Agreement with William Nalley

10(c)       Form of Stock Compensation Agreement with Burt Rhodes

10(d)       Form of Stock Compensation Agreement with Arthur Nasso

(24.1)      Consent  of  Atlas,  Pearlman,   Trop  &  Borkson,  P.A.
            included in the opinion filed as Exhibit (5) hereto

(24.2)      Consent of Goldstein Lewin & Co.