SecProbe.io

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							September 26, 2005

Mail Stop 4561

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

Re:	Visual Networks, Inc.
  	Registration Statement on Form S-3
      Filed on September 7, 2005
	File No. 333-128145

Dear Mr. Barker:

	This is to advise you that we have limited our review of the
above-referenced filing to the matters addressed in the comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is 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.  Be advised that these comments
must be resolved before the desired effective date of your Form S-
3.
2. We note that you have outstanding comments on your confidential
treatment requests, Control Numbers 17176, 16907 and 16912.  Be
advised that these comments must be resolved before the desired
effective date of your Form S-3.

Selling Stockholders, page 9
3. We note disclosure in your amended Preliminary Proxy Statement
filed on September 23, 2005 that if your stockholders do not
approve
the issuance of shares of upon conversion of notes subject to this
registration statement, the notes will be in default.  Further,
you
state that upon default the investors could "declare all amounts
under the Notes to be immediately due and payable and to realize
on
their collateral interest in our assets."  Please revise this
section
to disclose this information as stated in your amended Proxy
Statement.  As a reminder, all material terms of the notes and any
other material relationship which the selling stockholders had
within
the past three years with the registrant should be disclosed
pursuant
to Item 507 of Regulation S-K.   Please also revise disclosure in
your "Risk Factors" section to discuss the possibilities of not
obtaining stockholder approval and the resulting effects on Visual
Networks, Inc. and this offering.

* * * * *

      As appropriate, please amend your filing in response to
these
comments.  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 supplemental 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 filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
Anne
Nguyen, Special Counsel at (202) 551-3611 or the undersigned, at
(202) 551-3730.

									Sincerely,

									Barbara C. Jacobs
									Assistant Director

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 26, 2005
Page 1

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