Exhibit 10.4.1

                                                                     EXHIBIT C

                             AMENDMENT NO. 1 TO THE
                              VISUAL NETWORKS, INC.
                            2000 STOCK INCENTIVE PLAN

                                   WITNESSETH:

      WHEREAS, Section 7(f) of the Visual Networks, Inc. 2000 Stock Incentive
Plan (the "Plan") authorizes the Board of Directors (the "Board") of Visual
Networks, Inc., a Delaware corporation (the "Corporation"), to amend the Plan at
any time; and

      WhEREAS, the Board now finds it desirable and in the best interests of the
Corporation to amend the Plan to change the automatic formula for granting
non-statutory stock options to non-employee directors under the Plan.

      NOW, THEREFORE, the Plan is amended, effective as of January 1, 2003, as
follows:

                              First and Only Change

      The first two paragraphs of Section 6(a)(ii) of the Plan are amended in
their entirety to read as follows:

            (ii) Options shall be granted automatically under this Plan to
Eligible Directors as follows:

                   (A) Each person who is an Eligible Director or becomes an
Eligible Director shall be granted an option to purchase 100,000 shares of
Common Stock (the "Initial Grant"). Each person who is an Eligible Director as
of January 1, 2003 shall receive his or her Initial Grant on January 21, 2003,
provided he or she is serving as an Eligible Director at such time. Each person
who becomes an Eligible Director on or after January 1, 2003 shall receive his
or her Initial Grant on the date on which he or she is initially elected to the
Board.

                   (B) Each Eligible Director shall be granted an additional
option to purchase 25,000 shares of Common Stock (an "Annual Grant") on the date
of each annual stockholders' meeting, with the exception of the first annual
meeting following his or her initial election to the Board, provided he or she
is serving as an Eligible Director immediately after such meeting. For the first
annual meeting following his or her initial election to the Board, the Eligible
Director will receive an option to purchase such number of shares as is equal to
2,083 shares multiplied by the number of calendar months that the Eligible
Director has served as a Director prior to the month of such meeting (the "First
Annual Grant"), provided he or she is serving as an Eligible Director
immediately after such meeting. For purposes of calculating the number of
calendar months that an Eligible Director has served, the month in which he or
she was first elected to the Board shall count only if his or her date of
election occurred prior to the 15th of such month.

            The exercise price per share for each option granted under this
Section 6(a)(ii) shall be the closing price per share of the Company's Common
Stock on the Nasdaq National Market, or the principal exchange on which the
Common Stock is then listed, on the date of grant, and if no such price is
reported on such date, such price as reported on the nearest preceding date on
which such price is reported.

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            Each Initial Grant shall become vested and exercisable with respect
to one-fourth of the shares upon the first anniversary of the date on which such
option was granted, and the remaining three-fourths shall vest in 36 equal,
monthly installments thereafter and shall be fully vested on the fourth
anniversary of the grant date. Each Annual Grant and the First Annual Grant
shall become vested and exercisable with respect to one-twelfth of the shares
monthly, commencing with the month following the third anniversary of the date
on which such option was granted, and shall be fully vested on the fourth
anniversary of the grant date. No option granted to an Eligible Director under
this Section 6(a)(ii) shall become vested and exercisable with respect to any
shares of Common Stock after the date on which such Eligible Director ceases to
serve as a member of the Board. To the extent vested and exercisable, an option
granted to an Eligible Director under this Section 6(a)(ii) may be exercised
from time to time, in whole or in part, prior to the earlier of (x) 60 days
after a grantee ceases to serve as a Director (180 days if the grantee ceases to
serve because of his or her death or permanent disability) or (y) the seventh
anniversary of the date of grant.

            Notwithstanding anything herein to the contrary, in the event any
option granted to an Eligible Director is cancelled and the subsequent grant of
an option hereunder results in variable accounting of the option, the grant of
the option hereunder shall be delayed until the first date upon which the option
could be granted without the option receiving variable accounting treatment.

      IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by its duly authorized officer this 15th day of January, 2003.

ATTEST:                             VISUAL NETWORKS, INC.


By: /s/ Nancy Spangler              By: /s/ Peter J. Minihane
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