8-K

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): January 26, 2007

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

DELAWARE	001-11174	06-1340090
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or organization)	Number)	Identification Number)
20415 Nordhoff Street, Chatsworth, California		91311
(Address of principal executive offices)		(Zip Code)

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

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 8.01. Other Events.

On January 26, 2007, MRV Communications, Inc. issued a press release announcing its intent to have its wholly-owned subsidiary, Luminent, Inc. conduct an initial public offering of its equity securities that, when made, will be registered under the Securities Act of 1933 with the Securities and Exchange Commission, a copy of which is filed as Exhibit 99.1 with this report.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 Press Release dated January 26, 2007 announcing intended IPO by Luminent, Inc.

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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: January 31, 2007

MRV COMMUNICATIONS, INC.
By:	/s/ Kevin Rubin
	Kevin Rubin
	Chief Financial Officer and Compliance Officer

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EX-99.1

Page 1 of 1

Exhibit 99.1

Press Releases

MRV Announces Intent to Take Luminent Public

January 26th, 2007

CHATSWORTH, Calif., Jan. 26 — MRV Communications, Inc. (Nasdaq: MRVC), announced today its intent to have its wholly-owned subsidiary, Luminent, Inc. conduct an initial public offering of its equity securities that, when made, will be registered under the Securities Act of 1933 with the Securities and Exchange Commission. Although the proposed offering is expected to consist of Luminent’s common stock and be firmly underwritten, the amount and basic terms of the securities to be offered has not been determined nor has any underwriter(s) been engaged. The proposed public offering by Luminent is not expected to occur until after MRV completes its previously announced acquisition of Fiberxon, Inc., which is expected to occur during the first half of 2007, but the actual timing of the offering and whether Luminent undertakes it in 2007 or 2008 will depend on a number of factors, including the general condition of the securities markets, an assessment by MRV’s and Luminent’s management of investors’ inclinations to invest in securities of companies engaged the same business and industry in which Luminent is engaged, Luminent’s performance and prospects for growth at the time and other factors typically faced by companies generally when they decide to go public. Among other things, the purpose of the offering would be to raise sufficient proceeds to satisfy MRV’s deferred consideration obligation to the stockholders of Fiberxon, which MRV is incurring in connection with the Fiberxon acquisition and which must be paid within 18 months of the closing of that acquisition, as well as to provide working capital for Luminent to finance its operations independently without further assistance from MRV.

The Blueshirt Group for MRV
Chris Danne, Rakesh Mehta
(415) 217-7722
chris@blueshirtgroup.com
rakesh@blueshirtgroup.com

Investor Relations MRV
Communications, Inc.
(818)886-MRVC(6782)
ir@mrv.com