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DLA Piper Rudnick Gray Cary US LLP

6225 Smith Avenue

Baltimore, Maryland 21209-3600

T 410.580.3000

F 410.580.3001

W www.dlapiper.com

Jason C.

Harmon

jason.harmon@dlapiper.com

T 410.580.4170 F 410.580.3170

November 2, 2005

VIA FACSIMILE (202) 772-9210 AND EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Adam Halper

    Re:

    Visual Networks, Inc.

    Revised Preliminary Schedule 14A

    Filed on October 28, 2005

    File No. 0-23699

Ladies and Gentlemen:

     This letter is submitted on behalf

of Visual Networks, Inc. (“Visual Networks”) in connection
with my telephone conversation with Adam Halper on Wednesday, November 2, 2005. As a result of
that conversation and in response to comments raised by Mr. Halper in that conversation, enclosed
are proposed changed pages to Visual Networks’ Revised Preliminary Schedule 14A. As discussed, if
these changes are acceptable, Visual Networks will file a Definitive Schedule 14A reflecting these
changes. A copy of this letter will also be filed by EDGAR as soon as reasonably practicable.

     Thank you very much for your

attention to this matter. We hope that our responses to your
comments address the issues raised in our telephone conversation and would be happy to discuss with
you any remaining questions or concerns you may have. Please contact me at (410) 580-4170 should
you have any questions concerning this letter or require further information.

Sincerely,

/s/ Jason C. Harmon

Jason C. Harmon

Serving clients globally

     The
terms of the Notes are complex. The summary of the Notes is qualified by
reference to the actual form of Note which is attached as
Annex A to this proxy statement. Stockholders are urged to
refer to such annex.

Pro
forma Financial Information

     The financial statements set forth below show the receipt by the Company of the net proceeds
from the issuance and sale of the Notes and application of the proceeds therefrom. Stockholders are urged to refer to Management’s Discussion and
Analysis of Financial Condition and Results of Operations and the Company’s financial
statements contained in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2004 and the Company’s
financial statements contained in the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2005 and the Company’s Quarterly Report on Form 10-Q, as amended, for the quarter ended June 30, 2005.

    June 30,

    June 30,

    2005

    2005

    (As

    Proforma

    reported)

    Adjustments

    (Proforma)

    Assets

    Assets

    Current assets:

    Cash and cash equivalents

    $
    4,294

    $
    4,000
    (1)

    $
    8,294

    Accounts receivable, net of allowance of $409

    9,098

    —

    9,098

    Inventory, net

    3,331

    —

    3,331

    Other current assets

    1,017

    (34
    )(3)

    983

    Total current assets

    17,740

    3,966

    21,706

    Property and equipment, net

    1,583

    —

    1,583

    Total assets

    $
    19,323

    $
    3,966

    $
    23,289

    Liabilities and Stockholders’ Equity

    Current liabilities:

    Accounts payable and accrued expenses

    $
    7,022

    $
    —

    $
    7,022

    Deferred revenue

    2,340

    —

    2,340

    Short-term debt

    4,000

    (4,000
    )(1)

    —

    Convertible debentures, net of unamortized debt discount of $112

    1,888

    (1,888
    )(1)

    —

    Total current liabilities

    15,250

    (5,888
    )

    9,362

    Derivative Liability

    —

    1,931
    (2)

    1,931

    Long-term debt, net of unamortized debt discount of $1,931

    —

    8,069
    (2)

    8,069

    Total long-term liabilities

    —

    10,000

    10,000

    Total liabilities

    15,250

    4,112

    19,362

    Stockholders’ equity:

    Common stock, $.01 par value; 200,000,000 shares authorized, 34,655,691
shares issued and outstanding

    346

    —

    346

    Additional paid-in capital

    478,685

    —

    478,685

    Warrants

    2,087

    —

    2,087

    Deferred compensation

    (77
    )

    —

    (77
    )

    Accumulated deficit

    (476,968
    )

    (146
    )(3)

    (477,114
    )

    Total stockholders’ equity

    4,073

    (146
    )

    3,927

    Total liabilities and stockholders’ equity

    $
    19,323

    $
    3,966

    $
    23,289

    (1)

    Cash collected from the Notes of $10 million and the repayment of $2 million of
previously outstanding indebtedness and the repayment of $4 million of the Silicon Valley
Bank line of credit.

    (2)

    Derivative liability associated with the Notes and measured in accordance with EITF Issue 00-19, “Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.”

    (3)

    Loss on early extinguishment of debt associated with the early repayment of $2 million
of previously outstanding indebtedness consisting of accelerated amortization of debt
discount of $112,000 and debt issuance costs of $34,000.

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The Company hereby incorporates by reference Item 7,
“Management’s Discussion and Analysis of Financial Condition
and Results of Operations”
and the Company’s financial statements contained in the
Company’s Annual Report on Form 10-K, as amended, for the year
ended December 31, 2004 and the Company’s
financial statements contained in the Company’s Quarterly Report
on Form 10-Q
for the quarter ended March 31, 2005 and the Company’s Quarterly
Report on
Form 10-Q, as amended, for the quarter ended June 30, 2005. The
information
incorporated by reference is considered by the Company to be part of this proxy
statement and the information that the Company files with the Securities and
Exchange Commission will automatically update and supercede this information.
Stockholders may obtain copies of the Company’s Form 10-K, quarterly reports on Form 10-Q,
current report on Form 8-K and
amendments to those reports free of charge on the Company’s corporate website at
http://www.visualnetworks.com. The information on the Company’s website is not
incorporated by reference in this proxy statement.

     The
Company will provide a copy of the documents the Company incorporates by reference, at no cost, to any person
who receives this proxy statement. A person may request a copy of
these filings, by writing or telephoning the Company at the following:

Visual Networks, Inc.

2092 Gaither Road

Rockville, Maryland 20850-4013

Attention: Chief Financial Officer

(301) 296-2300

Board Recommendation

     The Board of Directors unanimously recommends that stockholders vote “FOR” approving the
issuance of the shares upon conversion of the Notes.

     If such approval is not obtained by December 6, 2005, the Company will be in default under
the Notes. If an event of default occurs and is continuing under the Notes, the Investors have the
right to, among other things, declare all amounts under the Notes to be immediately due and payable
and to realize on their collateral interest in our assets. If the Investors demand repayment of
the Notes, it is unlikely that the Company would be able to repay the Notes when due and, if the Company cannot obtain
alternative financing or implement an alternative solution to address
its cash flow needs, the Company may have to seek protection under federal bankruptcy laws.

The Board of Directors recommends voting “FOR” approval of the issuance of the shares.

PROPOSAL NO. 2: PROPOSAL TO GRANT AUTHORITY TO ADJOURN THE SPECIAL MEETING

The Adjournment Proposal

     If, at the Special Meeting, the number of shares of the Company’s Common Stock present or
represented and voting in favor of the approval of the issuance of the shares is insufficient to
adopt that proposal under applicable law, Lawrence S. Barker and Donald E. Clarke, the Company’s
President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and
Secretary, respectively, and each of them individually, the proxy holders, intend to move to
adjourn the Special Meeting in order to enable the Company’s Board of Directors to solicit
additional proxies in respect of the approval of the issuance of the shares. In that event, the
Company will ask its stockholders to vote only upon the adjournment proposal, and not the proposal
regarding the issuance of the shares.

     In this proposal, the Company is asking its stockholders to authorize the holder of any proxy
solicited by the Company’s Board of Directors to vote in favor of granting discretionary authority
to the proxy holders, and each of them individually, to adjourn the Special Meeting to another time
and place for the purpose of soliciting additional proxies. If the stockholders approve the
adjournment proposal, the Company could adjourn the Special Meeting and any adjourned session of
the Special Meeting and use the additional time to solicit additional proxies, including the
solicitation of proxies from stockholders that have previously voted. Among other things, approval
of the adjournment proposal could mean that, even if the Company had received proxies representing
a sufficient number of votes against the issuance of the shares to defeat that proposal, the
Company could adjourn the Special Meeting without a vote on the issuance of the shares and seek to
convince the holders of those shares to change their votes to votes in favor of the issuance of the
shares.

Board Recommendation

     The Board of Directors believes that if the number of shares of the Company’s Common Stock
present or represented at the Special Meeting and voting in favor of the issuance of the shares is
insufficient to approve that proposal, it is in the best interests of the Company’s stockholders to
enable the Company’s Board of Directors to continue to seek to obtain a sufficient number of
additional votes in favor of the issuance of the shares to bring about its approval.

The Board of Directors recommends that you vote “FOR” the adjournment proposal.

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