SecProbe.io

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<TYPE>LETTER
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<FILENAME>upload.txt
<DESCRIPTION>ITEM 4 8-K COMMENT LETTER 10/4/04; FILED 9/20/04; WALSH
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Mail Stop 0406

October 4, 2004

Donald E. Clarke
Executive Vice President and Chief Financial Officer
Visual Networks, Inc.
2092 Gaither Road
Rockville, Maryland 20850

Re:  	Visual Networks, Inc.
	Form 8-K filed September 20, 2004
File No. 000-23699

Dear Mr. Clarke:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
this comment.  If you disagree, we will consider your explanation as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Form 8-K, filed September 20, 2004
1. Revise your disclosure to comply with the requirements regarding
consultations with your new accountant in your two most recent fiscal
years and the subsequent interim period through the date the new
accountant was engaged.  Refer to Item 304(a)(2) of Regulation S-K.

General

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comment on your filing.

	Please provide the supplemental information requested above
within 10 business days from the date of this letter.  The
supplemental information should be filed as correspondence on EDGAR.
The amendment requested should be filed as promptly as possible.
Please note that if you require longer than 10 business days to
respond, you should contact the staff immediately to request
additional time.  Any questions regarding the above should be
directed to me at (202) 942-1822, or in my absence, to Robert Benton
at (202) 942-1811.

								Sincerely,

								Melissa Walsh
							Staff Accountant

Visual Networks, Inc.
October 4, 2004
Page 2

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