MRV Communications, Inc.

MRV COMMUNICATIONS, INC.

/s/ Noam Lotan

Noam Lotan

President and Chief Executive Officer

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant To Section 13 Or 15(D) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2008

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)


DELAWARE		06-1340090
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification Number)

20415 Nordhoff Street		91311
Chatsworth, Ca		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (818) 773-0900

Not Applicable
Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 — Results of Operations and Financial Condition.

On April 30, 2008, registrant made an earnings release announcing registrant’s unaudited financial results for the three months ended of March 31, 2008, the text of which is set forth in Exhibit 99.1 attached hereto. All information in the press release is presented as of April 30, 2008, and registrant does not assume any obligation to update such information in the future.

On April 30, 2008, as previously announced, registrant held a teleconference and audio web cast to discuss its unaudited financial results for the three months ended of March 31, 2008. The transcript of, and the Financial Highlights Overview and Highlights presented at, this teleconference and web cast is furnished herewith as Exhibit 99.2. All information in the transcript and web cast is presented as of April 30, 2008, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 2.02, as well as Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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Item 9.01 Financial Statements and Exhibits


Exhibit 99.1		Registrant’s earnings release of April 30, 2008 announcing registrant’s unaudited financial results for the three and twelve months ended of March 31, 2008(furnished pursuant to Item 2.02)

Exhibit 99.2		The transcript of, and the Financial Highlights Overview and Highlights, presented at, registrant’s teleconference of April 30, 2008 (furnished pursuant to Item 2.02).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 2, 2008