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): February 10, 2005

MRV COMMUNICATIONS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

ISSUER’S TELEPHONE NUMBER: (818) 773-0900

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Item 2.02 — Results of Operations and Financial Condition.

On February 10, 2005, registrant made an earnings release announcing registrant’s fourth quarter 2004 and unaudited year-end 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 February 10, 2005, and registrant does not assume any obligation to update such information in the future.

On February 10, 2005, as previously announced, registrant held a teleconference and audio web cast to discuss its fourth quarter 2004 and unaudited year-end 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 February 10, 2005, 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 February 10, 2005, MRV publicly announced its unaudited statements of operations for the three and twelve months ended December 31, 2004 and 2003, and its balance sheets at December 31, 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						Twelve Months Ended
	Dec. 31, 2004			Dec. 31, 2003			Dec. 31, 2004			Dec. 31, 2003
	(Unaudited)
Revenue	$	81,872		$	69,091		$	271,658		$	238,983
Cost of goods sold		54,115			47,849			179,780			164,893
Gross profit		27,757			21,242			91,878			74,090
Gross margin		34	%		31	%		34	%		31	%
Operating costs and expenses:
Product development and engineering		6,433			7,258			24,949			30,972
Selling, general and administrative		20,436			17,444			74,117			62,901
Impairment of goodwill and other intangibles		—			—			—			356
Total operating costs and expenses		26,869			24,702			99,066			94,229
Operating income (loss)		888			(3,460	)		(7,188	)		(20,139	)
Other income (expense), net		678			(429	)		(456	)		(6,438	)
Income (loss) before provision for taxes and extraordinary gain		1,566			(3,889	)		(7,644	)		(26,577	)
Provision for taxes		648			1,028			3,036			2,361
Income (loss) before extraordinary gain		918			(4,917	)		(10,680	)		(28,938	)
Extraordinary gain, net of tax		—			—			—			1,950
Net income (loss)	$	918		$	(4,917	)	$	(10,680	)	$	(26,988	)
Earnings per share:
Basic	$	0.01		$	(0.05	)	$	(0.10	)	$	(0.26	)
Diluted	$	0.01		$	(0.05	)	$	(0.10	)	$	(0.26	)
Weighted average number of shares:
Basic		103,973			104,747			104,793			102,022
Diluted		107,582			104,747			104,793			102,022

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MRV Communications, Inc.

Balance Sheets

(In thousands)

	December 31,		December 31,
	2004		2003
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,226	$	87,602
Short-term marketable securities		3,395		5,221
Time deposits		1,559		1,411
Accounts receivable, net		80,755		72,489
Inventories		42,264		35,799
Deferred income taxes		2,395		—
Other current assets		8,939		5,379
Total current assets		216,533		207,901
Property and equipment, net		19,089		25,416
Goodwill		29,965		29,965
Long-term marketable securities		1,839		1,705
Deferred income taxes		—		2,594
Investments		3,063		3,063
Other assets		1,589		2,040
	$	272,078	$	272,684
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term obligations	$	25,286	$	20,826
Accounts payable		43,209		46,811
Accrued liabilities		26,915		25,523
Deferred revenue		4,556		3,754
Other current liabilities		2,572		2,936
Total current liabilities		102,538		99,850
Long-term debt		112		200
Convertible notes		23,000		23,000
Other long-term liabilities		5,551		4,215
Minority interest		5,318		5,291
Commitments and contingencies
Stockholders’ equity		135,559		140,128
	$	272,078	$	272,684

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Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Registrant’s earnings release of February 10, 2005 announcing registrant’s fourth quarter 2004 and unaudited year end 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 February 10, 2005 (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: February 15, 2005

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

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