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): July 18, 2006

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of Incorporation or organization)	06-1340090 (I.R.S. Employer Identification Number)
20415 Nordhoff Street Chatsworth, Ca (Address of principal executive offices)	91311 (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))

TABLE OF CONTENTS

Exhibit 99.1

Item 1.02 Termination of a Material Definitive Agreement.

On the evening of July 18, 2006, local time in Chatsworth California, registrant and its wholly-owned subsidiary, Luminent, Inc., and Huagong Tech Company Limited (“HG Tech”) and its subsidiary, Wuhan Huagong Genuine Optics Technology Co., Ltd. (“HG Genuine Opto”) mutually agreed to terminate their previously announced agreement under which Luminent agreed to acquire HG Genuine Opto from HG Tech. Such termination was based on a provision of the acquisition agreement permitting the termination of the transaction by the mutual consent of registrant and HG Tech, with no party having any obligation to any other party as a result of that termination. A copy of the press release of July 19, 2006 announcing the mutual termination is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

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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: July 19, 2006

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

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EX-99.1

EXHIBIT 99.1

LUMINENT — HG GENUINE ACQUISITION TERMINATED

CHATSWORTH, California, and WUHAN, China – July 19, 2006 — Luminent Inc., a wholly-owned subsidiary of MRV Communications (Nasdaq: MRVC), announced today that they have mutually agreed with Huagong Tech Company Limited (“HG Tech”) to terminate the agreement under which Luminent was to acquire HG Genuine Opto, a subsidiary of HG Tech, based on current market valuations of comparable companies and further due diligence. The parties have expressed the hope to find mutually agreeable terms in the future in which the synergies between HG Genuine and Luminent can be realized.

Luminent is a leading provider of Fiber to the Premise (FTTP), Metro Transceivers, and CWDM and DWDM Solutions, and has Research and Design centers and TL9000 certified production facilities in Chatsworth, CA and Hsin-Chu, Taiwan. Luminent has pioneered the field of triplexer transceivers for triple play voice, video, and data services and is currently the dominant supplier of triplexer transceivers worldwide. Luminent has shipped well over a half million triplexers for deployment in homes across North America. Luminent supplies a diverse customer base and includes top tier system OEMs such as Alcatel, Ciena, Motorola, Redback, and Tellabs in its top 5 customers.

About MRV Communications, Inc.

MRV Communications, Inc. (“MRV”) is a leading provider of network equipment and services, and optical components. MRV’s networking business provides equipment used by commercial customers, governments and telecommunications service providers, and includes switches, routers, physical layer products and out-of-band management products as well as specialized networking products for aerospace, defense and other applications including voice and cellular communication. MRV’s optical components business provides optical communications components for metropolitan, access and Fiber-to-the-Premises applications, through its wholly-owned subsidiary LuminentOIC, Inc. MRV markets and sells its products worldwide through a variety of channels, including a dedicated direct sales force, manufacturers’ representatives, value-added-resellers, distributors and systems integrators. MRV also has operations in Europe that provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as internally developed and manufactured products. Publicly traded since 1992, MRV is listed on the NASDAQ National Market under the symbol MRVC. For more information about MRV and its products, please call (818) 773-0900 or visit our websites at www.mrv.com and www.luminentoic.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Chris Danne, Rakesh Mehta
Investor Relations	(415) 217-7722
(818) 886-MRVC (6782)	chris@blueshirtgroup.com
ir@mrv.com	rakesh@blueshirtgroup.com

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