##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549-0001
 
 FORM 10-Q/A
 (Amendment No. 1)
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the three months ended September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 000-23699
 
 VISUAL NETWORKS, INC.
  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    52-1837515
(I.R.S. Employer Identification No.)
 2092 Gaither Road, Rockville, MD
(Address of principal executive offices)
    
    20850-4013
(Zip code)
  
 þ o
 þ o
 o þ




---



##### 



Explanatory Note




---



##### 



PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    1Signatures
    
    
    2




---



##### 



PART II  OTHER INFORMATION


Item 6. Exhibits


Exhibit Number
    
    Description4.1*
    
    Form of 5% Senior Secured
Convertible Note Due December 31, 2007.10.1*
    
    Purchase Agreement dated as of
August 5, 2005 by and among Visual Networks, Inc. and the
investors set
forth on the signature pages thereto.10.2*
    
    Registration Rights Agreement dated
as of August 8, 2005 by and among Visual Networks, Inc. and the
investors named in the Purchase Agreement.10.3*
    
    Pledge and Security Agreement
dated August 8, 2005 by and among Visual Networks, Inc. and the
grantors named therein.10.4**
    
    Services Agreement between Visual
Networks Operations, Inc. and Mahindra-British Telecom Ltd. dated as
of July 30, 2004.10.4.1**
    
    Statement of Work between Visual
Networks Operations, Inc. and Mahindra-British Telecom Ltd. dated as
of July 30, 2004.10.4.2**
    
    Amendment No. 1 to Services
Agreement between Visual Networks Operations, Inc. and
Mahindra-British Telecom Ltd. dated as of November 5, 2005.31(i).1
    
    Certification of Chief Executive
Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act
of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31(i).2
    
    Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) under the Securities Exchange Act of
1934 as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1$
    
    Certification of Chief Executive Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2$
    
    Certification of Chief Financial Officer Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.


*
    
    Incorporated herein by reference to the Companys
Registration Statement on Form S-3 (No. 333-128145).**
    
    Incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the
three months ended September 30, 2005.
    
    Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2
of the Securities Exchange Act of 1934, as amended, which portions are omitted and filed
separately with the Securities and Exchange Commission.$
    
    Previously furnished as an exhibit to the Company's Quarterly
Report on Form 10-Q for the three months ended September 30, 2005. 1




---



##### 



VISUAL NETWORKS, INC.By:
    /s/ Lawrence S. BarkerLawrence S. BarkerPresident and Chief Executive
Officer  By:
    /s/ Donald E. ClarkeDonald E. ClarkeExecutive Vice President and Chief
Financial Officer  2