MRV Communications, Inc.

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 25, 2007

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

Not Applicable
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))

Item 2.02 — Results of Operations and Financial Condition.

On April 25, 2007, registrant made an earnings release announcing registrant’s 2007 first quarter unaudited 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 25, 2007, and registrant does not assume any obligation to update such information in the future.

On April 25, 2007, as previously announced, registrant held a teleconference and audio web cast to discuss its 2007 first quarter unaudited 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 25, 2007, 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.

Item 8.01. Other Events.

On April 25, 2007, MRV publicly announced its unaudited statements of operations for the three months ended March 31, 2007 and its balance sheet at March 31, 2007 (unaudited). 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,
	2007			2006
	(Unaudited)
Revenue	$	89,679		$	77,262
Cost of goods sold		61,363			51,517

Gross profit		28,316			25,745
Gross margin		32	%		33	%

Operating costs and expenses:
Product development and engineering		7,306			6,980
Selling, general and administrative		22,739			20,674

Total operating costs and expenses		30,045			27,654

Operating loss		(1,729	)		(1,909	)

Interest expense		(1,052	)		(1,056	)
Other income, net		1,435			616


Loss before taxes		(1,346	)		(2,349	)
Provision for taxes		870			1,332

Net loss	$	(2,216	)	$	(3,681	)


Net loss per share:
Basic	$	(0.02	)	$	(0.03	)
Diluted	$	(0.02	)	$	(0.03	)
Weighted average number of shares:
Basic		125,758			107,714

Diluted		125,758			107,714

MRV Communications, Inc.

Balance Sheets

(In thousands)


	March 31,		December 31,
	2007		2006
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	85,269	$	91,722
Short-term marketable securities		26,393		25,864
Time deposits		5,064		821
Accounts receivable, net		84,956		95,244
Inventories		65,215		61,361
Deferred income taxes		895		895
Other current assets		15,712		13,607

Total current assets		283,504		289,514
Property and equipment, net		14,721		14,172
Goodwill		36,159		36,348
Deferred income taxes		1,460		1,460
Other assets		4,699		4,728

	$	340,543	$	346,222


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term obligations	$	21,565	$	26,289
Accounts payable		50,317		47,384
Accrued liabilities		24,355		29,704
Deferred revenue		7,721		7,624
Other current liabilities		7,772		5,926

Total current liabilities		111,730		116,927
Convertible notes		23,000		23,000
Other long-term liabilities		7,409		7,295
Minority interest		5,260		5,248
Commitments and contingencies
Stockholders’ equity		193,144		193,752

	$	340,543	$	346,222

Item 9.01 Financial Statements and Exhibits


Exhibit 99.1		Registrant’s earnings release of April 25, 2007 announcing registrant’s 2007 first quarter unaudited 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 25, 2007 (furnished pursuant to Item 2.02).

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: April 30, 2007


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