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 27, 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)

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:

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

EX-99.1

EX-99.2

Item 2.02 — Results of Operations and Financial Condition.

On April 27, 2005, registrant made an earnings release announcing registrant’s first quarter 2005 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 April 27, 2005, and registrant does not assume any obligation to update such information in the future.

On April 27, 2005, as previously announced, registrant held a teleconference and audio web cast to discuss its first quarter 2005 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 April 27, 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 April 27, 2005, MRV publicly announced its unaudited statements of operations for the three months ended March 31, 2005 and 2004, and its balance sheets at March 31, 2005 and December 31, 2004. 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.

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

	Three Months Ended
	March 31,			March 31,
	2005			2004
	(Unaudited)
Revenue	$	62,007		$	59,614
Cost of goods sold		40,963			39,189
Gross profit		21,044			20,425
Gross margin		34	%		34	%
Operating costs and expenses:
Product development and engineering		6,531			6,338
Selling, general and administrative		18,280			18,150
Total operating costs and expenses		24,811			24,488
Operating loss		(3,767	)		(4,063	)
Interest expense		(786	)		(593	)
Other income (expense), net		485			418
Loss before taxes		(4,068	)		(4,238	)
Provision for taxes		2,369			539
Net loss	$	(6,437	)	$	(4,777	)
Earnings (loss) per share:
Basic and diluted	$	(0.06	)	$	(0.05	)
Weighted average number of shares:
Basic and diluted		104,144			105,504

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MRV Communications, Inc.

Balance Sheets

(In thousands)

	March 31,		December 31,
	2005		2004
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	74,599	$	77,226
Short-term marketable securities		1,208		3,395
Time deposits		1,679		1,559
Accounts receivable, net		68,110		80,755
Inventories		44,338		42,264
Deferred income taxes		162		2,395
Other current assets		9,669		8,939
Total current assets		199,765		216,533
Property and equipment, net		17,421		19,089
Goodwill		29,965		29,965
Long-term marketable securities		1,750		1,839
Deferred income taxes		629		—
Investments		3,063		3,063
Other assets		1,477		1,589
	$	254,070	$	272,078
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt and short-term obligations	$	23,462	$	25,286
Accounts payable		38,071		43,209
Accrued liabilities		24,538		26,915
Deferred revenue		4,628		4,556
Other current liabilities		2,440		2,572
Total current liabilities		93,139		102,538
Long-term liabilities		86		112
Convertible notes		23,000		23,000
Other long-term liabilities		5,587		5,551
Minority interest		5,017		5,318
Commitments and contingencies
Stockholders’ equity		127,241		135,559
	$	254,070	$	272,078

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Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Registrant’s earnings release of April 27, 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 April 27, 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: May 2, 2005

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

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