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 26, 2006

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

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

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

EXHIBIT 99.2

Item 2.02 — Results of Operations and Financial Condition.

On July 26, 2006, registrant made an earnings release announcing registrant’s second quarter 2006 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 July 26, 2006, and registrant does not assume any obligation to update such information in the future.

On July 26, 2006, as previously announced, registrant held a teleconference and audio web cast to discuss its second quarter 2006 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 July 26, 2006, 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 July 26, 2006, MRV publicly announced its unaudited statements of operations for the three and six months ended June 30, 2006 and its balance sheets at June 30, 2006. 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						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2006			2005			2006			2005
	(Unaudited)
Revenue	$	86,965		$	64,647		$	164,227		$	126,654
Cost of goods sold		60,182			42,294			111,659			83,257
Gross profit		26,783			22,353			52,568			43,397
Gross margin		31	%		35	%		32	%		34	%
Operating costs and expenses:
Product development and engineering		6,672			6,287			13,652			12,818
Selling, general and administrative		21,897			18,300			42,611			36,580
Goodwill impairment		52			—			52			—
Total operating costs and expenses		28,621			24,587			56,315			49,398
Operating loss		(1,838	)		(2,234	)		(3,747	)		(6,001	)
Interest expense		(733	)		(1,715	)		(1,789	)		(2,501	)
Other income, net		1,050			231			1,666			716
Loss before taxes		(1,521	)		(3,718	)		(3,870	)		(7,786	)
Provision for taxes		1,122			425			2,454			2,794
Net loss (1)	$	(2,643	)	$	(4,143	)	$	(6,324	)	$	(10,580	)
Loss per share:
Basic and diluted	$	(0.02	)	$	(0.04	)	$	(0.05	)	$	(0.10	)
Weighted average number of shares:
Basic and diluted		125,073			104,350			116,442			104,248

(1) Net loss for the three and six months ended June 30, 2006 included share-based compensation expense related to employee stock options of $875,000 and $1.6 million, respectively, under SFAS 123(R). Net loss for three and six months ended June 30, 2005 included share-based compensation expense under SFAS 123 of $162,000.

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MRV Communications, Inc.
Balance Sheets
(In thousands)

	June 30,		December 31,
	2006		2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	92,622	$	67,984
Short-term marketable securities		27,591		—
Time deposits		1,075		1,475
Accounts receivable, net		84,914		92,466
Inventories		65,428		42,216
Deferred income taxes		873		873
Other current assets		11,268		7,828
Total current assets		283,771		212,842
Property and equipment, net		14,265		14,065
Goodwill		35,215		33,656
Deferred income taxes		136		136
Other assets		4,415		4,478
	$	337,802	$	265,177
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term obligations	$	21,656	$	30,378
Accounts payable		53,138		45,372
Accrued liabilities		30,197		29,272
Deferred revenue		6,598		6,076
Other current liabilities		3,001		2,230
Total current liabilities		114,590		113,328
Convertible notes		23,000		23,000
Other long-term liabilities		7,051		6,694
Minority interest		5,219		5,151
Commitments and contingencies
Stockholders’ equity		187,942		117,004
	$	337,802	$	265,177

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Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Registrant’s earnings release of July 26, 2006 announcing registrant’s second quarter 2006 (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 July 26, 2006 (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: July 28, 2006

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

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