SecProbe.io

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Room 4561
								September 16, 2005

Mr. Lawrence Barker
President and Chief Executive Officer
Visual Networks, Inc.
2092 Gaither Road
Rockville, Maryland 20850

Re:	Visual Networks, Inc.
  	Preliminary Schedule 14A
      Filed on September 8, 2005
	File No. 0-23699

Dear Mr. Barker:

      We have limited review of your above-referenced filing to
the
summary of the terms of the Notes and related agreements,
furnishing
of financial statements and outstanding comments on your periodic
filings.  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.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  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.

General
1. We note that you have outstanding comments on your Form 10-K
for
the year ended December 31, 2004 and Forms 10-Q for the quarters
ended March 31 and June 30, 2005.  Please be advised that to the
extent that information required by Schedule 14A is provided in
part
by means of the Form 10-K per our comment below, you should
resolve
all comments relating to your periodic reports prior to mailing
the
proxy materials.

Schedule 14A

Proposal to Be Voted On at the Special Meeting
Approval of the Issuance of the Shares upon Conversion of the
Notes
2. Please revise this section of your proxy statement to provide
all
material terms of the 5% Senior Secured Convertible Notes and
related
agreements such as the Purchase Agreement.  See, as an example,
your
disclosure of the terms contained in the "Selling Stockholders"
section of your Form S-3, filed on September 8, 2005.  Please
ensure
the expanded disclosure discusses all material terms including a
description of the collateral, the circumstances under which the
conversion price is adjusted, the company`s ability to require
conversion of the Notes and a brief description of the anti-
dilution
provisions.  See Item 11(b) of Schedule 14A and Item 202 of
Regulation S-K.
3. We note disclosure that the description of the notes is general
in
nature and that the summary "does not include all information that
may be of interest to stockholders."  Please revise to eliminate
text
that states or implies that the description of securities in the
proxy statement is not materially complete.   Please be advised
that
all material information about the Notes and related agreements
necessary to an informed voting decision on the matters proposed
in
this proxy statement must be included.  Additionally, refer to
Note D
to Schedule 14A and revise your reference to other documents
containing information related to this transaction.
4. We note that that you are requesting shareholder approval of
the
issuance of a material amount of senior securities.  Please advise
why you have not provided the information responsive to Item 13(a)
of
Schedule 14A.  See Item 11(e) and instruction 1 to Item 13 of
Schedule 14A.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 comments, 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 filing;

- staff comments or changes to disclosure in response to staff
comments 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 comments on your filing.

	If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
me,
at (202) 551-3462 or in my absence Barbara C. Jacobs, Assistant
Director at, (202) 551-3730.
								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal
cc:  	Via facsimile:  410-580-3170
      Jason C. Harmon
      DLA Piper Rudnick Gray Cary US LLP
      6225 Smith Avenue
      Baltimore, Maryland 21209
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Mr. Lawrence Barker
Visual Networks, Inc.
September 16, 2005
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