EXHIBIT 99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On July 1, 2007, MRV Communications, Inc. (“MRV”) completed the acquisition of Fiberxon, Inc. and its subsidiaries (“Fiberxon”), in exchange for consideration composed of (i) approximately $17.7 million in cash, (ii) approximately 18.4 million shares of registrant’s common stock (excluding shares of registrant’s common stock underlying outstanding Fiberxon stock options), and (iii) a deferred obligation to pay approximately $31.5 million in cash or shares of registrant’s common stock, or a combination thereof, within 18 months of the delivery to MRV of Fiberxon’s audited financial statements, which financial statements are included elsewhere in this Report. MRV’s management has prepared the following unaudited pro forma condensed consolidated financial information to give effect to that acquisition. The deferred consideration payment, which can be settled in cash or MRV common stock, or a combination thereof, if LuminentOIC, Inc. (“Luminent”), a Delaware corporation and a wholly-owned subsidiary of MRV, does not successfully complete an initial public offering (“IPO”) of its common stock by March 27, 2009 (within 18 months of the delivery to MRV of Fiberxon’s audited financial statements). If Luminent does successfully complete the IPO by March 27; 2009, then the deferred consideration payment will instead be satisfied by approximately 9% of the market capitalization of Luminent based on the price per share to the public in the Luminent IPO, less the discount provided to the underwriters, multiplied by the shares of Luminent common stock outstanding at the time of the IPO. MRV plans to contribute the outstanding capital stock of Fiberxon, purchased by MRV, to Luminent.

Based on the forgoing, MRV’s management has prepared the following unaudited pro forma condensed consolidated financial information to give effect to the acquisition. The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2006 and the six months ended June 30, 2007 give effect to the Fiberxon acquisition as if it had taken place at the beginning of the respective period presented. The Unaudited Pro Forma Condensed Consolidated Balance Sheets at December 31, 2006 and June 30, 2007 give effect to the Fiberxon acquisition as if it had taken place at the respective balance sheet date.

The pro forma adjustments, which are based upon available information and certain assumptions that the Company believes are reasonable in the circumstances, are applied to the historical financial statements of MRV and Fiberxon. The acquisition of Fiberxon is being accounted for using the purchase method. MRV’s allocation of purchase price for the acquisition is based upon management’s current estimates of the fair value of assets acquired and liabilities assumed in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. The purchase price allocations reflected in the accompanying unaudited pro forma condensed consolidated financial statements are preliminary and may be different from the final allocation of the purchase price and such differences may be material. The Company expects to complete a final valuation during the fourth quarter of 2007.

The accompanying unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical financial statements and the notes thereto for both MRV and Fiberxon. The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to represent what MRV’s financial position or results of operations would actually have been had the Fiberxon acquisition occurred on such dates or to project MRV’s results of operation or financial position for any future period.

PF-1

MRV Communications, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2007

(In thousands, except per share data)


							Pro Forma
	MRV			Fiberxon			Adjustments			Total


Revenue	$	191,641		$	40,563		$	(1,099	)(2)	$	231,105
Cost of goods sold		133,426			30,563			(1,099	)(2)(3)		162,890

Gross profit		58,215			10,000			—			68,215

Operating costs and expenses:
Product development and engineering		14,152			3,172			—	(3)		17,324
Selling, general and administrative		46,774			5,413			—	(3)		52,187

Total operating costs and expenses		60,926			8,585			—			69,511

Operating income (loss)		(2,711	)		1,415			—			(1,296	)

Interest expense		(2,016	)		(105	)		—			(2,121	)
Other income, net		2,642			(900	)		—			1,742

Income (loss) before income taxes		(2,085	)		410			—			(1,675	)

Provision for income taxes		2,591			622			—			3,213
Net income (loss)	$	(4,676	)	$	(212	)	$	—		$	(4,888	)


Net income (loss) per share:
Basic and diluted	$	(0.04	)							$	(0.03	)

Weighted average number of shares:
Basic and diluted		125,885						18,402	(1)(12)		144,287

See notes to unaudited pro forma condensed consolidated financial information.

PF-2

MRV Communications, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
At June 30, 2007
(In thousands)


					Pro Forma
	MRV		Fiberxon		Adjustments			Total
Assets
Current assets:
Cash and cash equivalents	$	95,060	$	5,558	$	(19,267	)(1)(4)(5)	$	81,351
Short-term marketable securities		7,500		—		—			7,500
Time deposits		4,875		2,302		—			7,177
Accounts receivable, net		98,264		19,410		(1,106	)(2)		116,568
Inventories		68,800		17,896		—			86,696
Deferred income taxes		895		—		—			895
Other current assets		15,514		7,054		(1,280	)(1)(6)		21,288

Total current assets		290,908		52,220		(21,653	)		321,475
Property and equipment, net		14,609		8,568		—			23,177
Goodwill and other intangibles		36,316		—		106,372	(1)(7)		142,688
Deferred income taxes		1,460		—		—			1,460
Other assets		4,697		—		—			4,697

	$	347,990	$	60,788	$	84,719		$	493,497

Liabilities and stockholder’s equity
Current liabilities:
Short-term obligations	$	22,765	$	3,770	$	—		$	26,535
Accounts payable		58,204		19,486		(1,106	)(2)		76,584
Accrued liabilities		27,048		11,712		—			38,760
Deferred revenue		7,370		—		—			7,370
Convertible notes		23,000		—		—			23,000
Other current liabilities		4,766		135		—			4,901

Total current liabilities		143,153		35,103		(1,106	)		177,150
Deferred consideration payment		—		—		31,500	(1)(8)		31,500
Other long-term liabilities		7,283		—		—			7,283
Minority interest		5,272		—		—			5,272
Commitments and contingencies		192,282		25,685		54,325	(1)(9)		272,292

Total stockholder’s equity	$	347,990	$	60,788	$	84,719		$	493,497

See notes to unaudited pro forma condensed consolidated financial information.

PF-3

MRV Communications, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2006
(In thousands, except per share data)


							Pro Forma
	MRV			Fiberxon			Adjustments			Total
Revenue	$	356,489		$	48,426		$	(332	)(2)	$	404,583
Cost of goods sold		244,207			35,786			(332	)(2)(3)		279,661
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Gross profit		112,282			12,640			—			124,922
Operating costs and expenses:
Product development and engineering		28,187			6,757			—	(3)		34,944
Selling, general and administrative		87,539			12,155			—	(3)		99,694
Impairment of goodwill		52			—			—			52

Total operating costs and expenses		115,778			18,912			—			134,690

Operating income (loss)		(3,496	)		(6,272	)		—			(9,768	)
Interest expense		(3,540	)		(120	)		—			(3,660	)
Other income, net		5,386			(1,488	)		—			3,898

Income (loss) before income taxes		(1,650	)		(7,880	)		—			(9,530	)
Provision for income taxes		3,865			594			—			4,459
Net income (loss)	$	(5,515	)	$	(8,474	)	$	—		$	(13,989	)

Net income (loss) per share:
Basic and diluted	$	(0.05	)							$	(0.10	)
Weighted average number of shares:
Basic and diluted		120,902						18,402	(1)(12)		139,304

See notes to unaudited pro forma condensed consolidated financial information.

PF-4

MRV Communications, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

At December 31, 2006

(In thousands)


					Pro Forma
	MRV		Fiberxon		Adjustments			Total
Assets
Current assets:
Cash and cash equivalents	$	91,722	$	2,541	$	(20,073	)(1)(4)(10)	$	74,190
Short-term marketable securities		25,864		—		—			25,864
Time deposits		821		7,637		—			8,458
Accounts receivable, net		95,244		12,729		(34	)(2)		107,939
Inventories		61,361		16,508		—			77,869
Deferred income taxes		895		—		—			895
Other current assets		13,607		4,229		(474	)(1)(11)		17,362

Total current assets		289,514		43,644		(20,581	)		312,577
Property and equipment, net		14,172		9,113		—			23,285
Goodwill and other intangibles		36,348		—		106,372	(1)(7)		142,720
Deferred income taxes		1,460		—		—			1,460
Other assets		4,728		—		—			4,728

	$	346,222	$	52,757	$	85,791		$	484,770

Liabilities and stockholder’s equity
Current liabilities:
Short-term obligations	$	26,289	$	5,159	$	—		$	31,448
Accounts payable		47,384		12,706		(34	)(2)		60,056
Accrued liabilities		29,704		8,771		—			38,475
Deferred revenue		7,624		—		—			7,624
Other current liabilities		5,926		216		—			6,142

Total current liabilities		116,927		26,852		(34	)		143,745
Convertible notes		23,000		—		—			23,000
Deferred consideration payment		—		—		31,500	(1)(8)		31,500
Other long-term liabilities		7,295		49		—			7,344
Minority interest		5,248		—		—			5,248
Commitments and contingencies
Total stockholder’s equity		193,752		25,856		54,325	(1)(9)		273,933

	$	346,222	$	52,757	$	85,791		$	484,770

See notes to unaudited pro forma condensed consolidated financial information.

PF-5

MRV Communications, Inc.

Notes To Unaudited Pro Forma Condensed Consolidated Financial Information

		The following adjustments were applied to MRV’s historical financial statements and those of Fiberxon to arrive at the pro forma financial information:

(1)		The purchase price of Fiberxon and the estimated allocation of the purchase price has not been finalized as it’s pending third party valuation and may be adjusted in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations . The fair values of Fiberxon’s net assets have been estimated to approximate the net book assets of Fiberxon as of June 30, 2007, which will be reevaluated during the fourth quarter of 2007. Also, the goodwill and other intangible assets have been estimated to have indefinite lives; however, during the fourth quarter of 2007, these intangibles will be reevaluated to determine if certain amounts have finite lives and should be amortized. The purchase price of Fiberxon and the estimated allocation of the purchase price is summarized as follows (in thousands):


Purchase price of:	Fiberxon


Cash	$	17,651
Fair value of MRV common stock issued		71,214
Fair value of Fiberxon stock options exchanged for MRV stock options		8,796
Deferred consideration payment		31,500
Other costs		2,896

Total	$	132,057


Allocation of purchase price of:	Fiberxon


Net assets	$	25,685
Goodwill and other intangibles with indefinite lives		106,372

Total	$	132,057

(2)		The pro forma adjustment relates to the elimination of sales from MRV Communications, Inc. to Fiberxon, Inc. and the related payables and receivables during the period presented.

(3)		No pro forma adjustment was included for the recognition of share-based compensation expense relating to unvested options issued to employees of Fiberxon, since Fiberxon’s results already reflect share-based compensation expense for those Fiberxon options that will be exchanged for MRV options as part of the acquisition.

(4)		The pro forma adjustment includes $17,650,600 of cash that will be paid to the shareholders of Fiberxon as part of the purchase price.

(5)		The pro forma adjustment includes an estimated $1,616,000 of other costs relating to the Fiberxon acquisition that will be paid after June 30, 2007.

(6)		The pro forma adjustment is to allocate the $1,280,000 of other costs relating to the Fiberxon acquisition that were previously paid as of June 30, 2007.

(7)		The pro forma adjustment is to record goodwill and other intangibles of $106,372,000 relating to the Fiberxon acquisition.

PF-6

(8)		The pro forma adjustment is to record the deferred consideration payment of $31,500,000 relating to the Fiberxon acquisition.

(9)		The pro forma adjustment is to record the increase in stockholder’s equity relating to the issuance of common stock in the amount of $80,010,000. The aforementioned increase in stockholder’s equity was partially offset by the pro forma adjustment for the assumption of the net assets of Fiberxon, which have been estimated to approximate the net book assets of Fiberxon as of June 30, 2007 in the amount of $25,685,000, which will be reevaluated during the fourth quarter of 2007.

(10)		The pro forma adjustment includes an estimated $2,423,000 of other costs relating to the Fiberxon acquisition that will be paid after December 31, 2006.

(11)		The pro forma adjustment is to allocate the $474,000 of other costs relating to the Fiberxon acquisition that were previously paid as of December 31, 2006.

(12)		Weighted average shares used to calculate pro forma basic and diluted net loss per share for the periods presented is computed using the weighted average number of common stock outstanding for the periods presented. The pro forma adjustment is to include the 18,402,000 shares of common stock issued as part of the purchase price. There was no pro forma adjustment for the stock options issued to Fiberxon employees as part of the acquisition as the options would be anti-dilutive.

PF-7