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): October 21, 2004

MRV COMMUNICATIONS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF	06-1340090
INCORPORATION OR ORGANIZATION)	(I.R.S. EMPLOYER
20415 NORDHOFF STREET	IDENTIFICATION NUMBER)
CHATSWORTH, CA	91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

ISSUER’S TELEPHONE NUMBER: (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 satisfy the filing obligation of the registrant under any of the following provisions:

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))

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Item 2.02 — Results of Operations and Financial Condition.

On October 21, 2004, registrant made an earnings release announcing registrant’s third quarter 2004 financial results, the text of which is set forth in Exhibit 99.1 attached hereto. All information in the press release is presented as of October 21, 2004, and registrant does not assume any obligation to update such information in the future.

On October 21, 2004, as previously announced, registrant held a teleconference and audio web cast to discuss its third quarter 2004 financial results. 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 October 21, 2004, 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 8.01. Other Events.

On October 21, 2004, MRV publicly announced its statements of operations for the three and nine months ended September 30, 2004 and 2003, and its balance sheets at September 30, 2004 and December 31, 2003. These financial statements, which are included herein as part of Item 8.01 of this Report, follow on pages 4 and 5 of this Report.

[Remainder of this page intentionally left blank]

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,
	2004			2003			2004			2003
	(Unaudited)
Net revenue	$	62,941		$	56,817		$	189,786		$	169,892
Cost of goods sold		42,807			38,397			125,665			117,044
Gross profit		20,134			18,420			64,121			52,848
Operating costs and expenses:
Product development and engineering		6,373			8,088			18,516			23,714
Selling, general and administrative		16,855			16,841			53,681			45,457
Impairment of goodwill and other intangibles		—			356			—			356
Total operating costs and expenses		23,228			25,285			72,197			69,527
Operating loss		(3,094	)		(6,865	)		(8,076	)		(16,679	)
Other income (expense), net		81			(577	)		(1,134	)		(6,009	)
Loss before provision for taxes and extraordinary gain		(3,013	)		(7,442	)		(9,210	)		(22,688	)
Provision for taxes		739			412			2,388			1,333
Loss before extraordinary gain		(3,752	)		(7,854	)		(11,598	)		(24,021	)
Extraordinary gain, net of tax		—			1,950			—			1,950
Net loss	$	(3,752	)	$	(5,904	)	$	(11,598	)	$	(22,071	)
Earnings per share:
Loss before extraordinary gain	$	(0.04	)	$	(0.08	)	$	(0.11	)	$	(0.24	)
Extraordinary gain, net of tax	$	—		$	0.02		$	—		$	0.02
Basic and diluted loss per share	$	(0.04	)	$	(0.06	)	$	(0.11	)	$	(0.22	)
Weighted average number of shares:
Basic and diluted		104,114			103,097			105,068			101,152

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MRV Communications, Inc.

Balance Sheets

(In thousands)

	September 30,		December 31,
	2004		2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	66,401	$	88,706
Short-term marketable securities		6,531		5,221
Time deposits		1,124		1,411
Accounts receivable, net		56,449		53,464
Inventories		45,569		35,799
Other current assets		4,323		5,379
Total current assets		180,397		189,980
Property and equipment, net		20,099		25,416
Goodwill		29,965		29,965
Long-term marketable securities		1,676		1,705
Deferred income taxes		1,778		2,594
Investments		3,063		3,063
Other assets		1,651		2,040
	$	238,629	$	254,763
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term obligations	$	5,178	$	2,905
Accounts payable		39,826		46,811
Accrued liabilities		25,630		25,523
Deferred revenue		3,288		3,754
Other current liabilities		2,280		2,936
Total current liabilities		76,202		81,929
Long-term debt		122		200
Convertible notes		23,000		23,000
Other long-term liabilities		4,442		4,215
Minority interest		5,164		5,291
Commitments and contingencies
Stockholders’ equity		129,699		140,128
	$	238,629	$	254,763

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Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Registrant’s earnings release of October 21, 2004 announcing registrant’s third quarter 2004 financial results (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 October 21, 2004 (furnished pursuant to Item 2.02).

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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: October 25, 2004

MRV COMMUNICATIONS, INC.
By:	/s/ NOAM LOTAN
	Noam Lotan President and Chief Executive Officer

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