8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 2)

Current Report

Pursuant To Section 13 Or 15(D) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event initially reported): June 26, 2007

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of Incorporation or organization)	001-11174 (Commission File Number)	06-1340090 (I.R.S. Employer Identification Number)
20415 Nordhoff Street, Chatsworth, California (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

	Item 9.01.       Exhibits.
SIGNATURE
EXHIBIT 99.2

As used in this Report, “we”, “us,” “our,” “MRV,” “registrant” or the “Company” refer to MRV Communications, Inc. and its consolidated subsidiaries and “Fiberxon” refers to Fiberxon, Inc. and its consolidated subsidiaries, which MRV acquired on July 1, 2007.

Explanatory Note

As previously reported in our Report on Form 8-K dated, and filed with, the Securities and Exchange Commission, or SEC, on July 2, 2007, on July 1, 2007 we completed the acquisition of Fiberxon and its subsidiaries, in accordance with an Agreement and Plan of Merger dated as of January 26, 2007, as amended by Amendment No. 1 thereto dated June 26, 2007. On October 1, 2007, we filed with the SEC a Form 8-K/A (Amendment No. 1) to the Current Report on Form 8-K filed by us on July 2, 2007 to include the audited financial statements of Fiberxon and the pro forma financial information required under parts (a) and (b), respectively, of Item 9.01 of Form 8-K.

As previously reported in our Form 10-Q for the quarter ended September 30, 2007, which we filed with the SEC on November 9, 2007, we received comments from the SEC’s staff on the pro forma financial information included in our Form 8-K/A (Amendment No. 1) and expected to file another amendment to our Form 8-K filed on July 2, 2007 to include revised pro forma financial information relating to our acquisition of Fiberxon. This Form 8-K/A (Amendment No. 2) amends Item 9.01(b) of our Form 8-K/A (Amendment No. 1) and includes, as Exhibit 99.2, revised pro forma financial information relating to our acquisition of Fiberxon. The pro forma financial information included as Exhibit 99.2 to this Amended Report should be read in lieu of Exhibit 99.2 in our Form 8-K/A (Amendment 1).

Item 9.01.       Exhibits.

(b) Pro forma financial information.

The following pro forma financial information is filed as Exhibits 99.2 and is incorporated herein by this reference:

Exhibit	Page	Description
99.2	PF-1	Unaudited Pro Forma Condensed Combined Financial Information
	PF-2	Unaudited Pro Forma Condensed Combined Statement of Operations For the Six Months Ended June 30, 2007
	PF-3	Unaudited Pro Forma Condensed Combined Balance Sheet At June 30, 2007
	PF-4	Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2006
	PF-5	Unaudited Pro Forma Condensed Combined Balance Sheet At December 31, 2006
	PF-6	Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(d) Exhibits.

Exhibit No.	Description of Exhibit.
99.2	Unaudited Pro Forma Condensed Combined Financial Information

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: November 16, 2007

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

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     On July 1, 2007, MRV acquired Fiberxon, Inc. (“Fiberxon”), a privately-held Delaware corporation. Fiberxon develops and manufactures modular optical link interfaces for telecommunication systems and networks, with principal manufacturing operations in China. We believe that the acquisition of Fiberxon adds an established, vertically integrated manufacturing, sales and distribution model in China and strengthens MRV’s optical component groups positioning in Asia-Pacific, Europe and North America. On January 26, 2007, MRV entered into an Agreement and Plan of Merger under which MRV intended to contribute the capital stock of Fiberxon to Luminent, Inc. (“Luminent”), a wholly-owned subsidiary of MRV, or otherwise combine Fiberxon’s business with that of Luminent. In exchange for the outstanding capital stock of Fiberxon, MRV agreed in the original acquisition agreement with Fiberxon to pay Fiberxon’s stockholders consideration composed of (i) approximately $17.7 million in cash, (ii) approximately 18.4 million shares of MRV’s common stock (excluding 2.8 million shares of MRV’s common stock underlying the assumption of Fiberxon outstanding stock options), and (iii) an obligation to pay an additional amount of approximately $31.5 million in cash or shares of MRV’s common stock, or a combination thereof, if Luminent does not complete an initial public offering (an “IPO”) of its common stock within 18 months of the closing date of the acquisition (the “Closing”) or the third trading day after Luminent’s IPO. The latter component of the purchase consideration (the “Deferred Consideration Payment”) may amount to more than $31.5 million if Luminent successfully completes an IPO within 18 months of the Closing. In such event and in lieu of $31.5 million, MRV has agreed to pay an amount equal to 9.0% of the product obtained by multiplying (x) the price per share to the public in the Luminent IPO, less the discount provided to the underwriters, by (y) the total number of shares of Luminent Common Stock outstanding immediately prior to the effectiveness of the agreement between Luminent and the underwriters of the Luminent IPO.

     Prior to closing, an amendment to the Agreement and Plan of Merger between MRV and Fiberxon was executed, which amended certain terms under which MRV would acquire Fiberxon. The amendment removed the condition for Fiberxon to deliver audited consolidated financial statements prior to closing, restricted the transferability of the MRV shares issued to the Fiberxon stockholders until the earlier of one year from the closing date or three trading days after MRV receives Fiberxon’s audited consolidated financial statements for the three years ended December 31, 2006 (“Financials Receipt Date”), extended the duration of the obligation to make the Deferred Consideration Payment and the related set-off period during which MRV may exercise its rights of set-off to the earlier of 18 months from the Financials Receipt Date or the third trading day after Luminent’s IPO, reached agreement to share equally the third-party, out-of-pocket fees and expenses associated with the preparation and delivery of Fiberxon’s audited financial statements to MRV, and established an intended closing and effective date of July 1, 2007. The Financials Receipt Date occurred on October 28, 2007. In regards to the set-off rights, up to $13 million of the deferred consideration payment is available for indemnification purposes relating to certain damages pertaining to circumstances existing at the effective July 1, 2007 date. Up to $5 million of the deferred consideration payment has been made available for indemnification purposes relating to certain damages incurred pertaining to certain circumstances arising during the set-off period. The set-off period ends on the earlier of 1) February 28, 2008 if the Luminent IPO has occurred prior to that date, 2) the date of the Luminent IPO closing if such date is after February 28, 2008 and prior to the IPO deadline of March 27, 2009, or 3) the date of the IPO deadline if the Luminent IPO has not occurred as of that date.

     The following unaudited pro forma condensed combined financial data is based on current and historical unaudited financial statements of MRV and Fiberxon after giving effect to MRV’s acquisition of Fiberxon and the assumptions and adjustments described in the notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial data of MRV and Fiberxon reflect results of operations as though the companies had been combined as of the beginning of each of the periods presented. The unaudited pro forma condensed combined financial data is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of each of the periods presented.

PF-1

MRV Communications, Inc.

Unaudited Pro Forma Condensed Combined 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			(1,031	)	(2)(3)		162,958
Gross profit		58,215			10,000			(68	)			68,147
Operating costs and expenses:
Product development and engineering		14,152			3,172			93		(3)		17,417
Selling, general and administrative		46,774			5,413			508		(3)		52,695
Amortization of intangibles		—			—			1,613		(4)		1,613
Total operating costs and expenses		60,926			8,585			2,214				71,725
Operating income (loss)		(2,711	)		1,415			(2,282	)			(3,578	)
Interest expense		(2,016	)		(105	)		—				(2,121	)
Other income, net		2,642			(900	)		—				1,742
Income (loss) before income taxes		(2,085	)		410			(2,282	)			(3,957	)
Provision for income taxes		2,591			622			—				3,213
Net loss	$	(4,676	)	$	(212	)	$	(2,282	)		$	(7,170	)
Net loss per share:
Basic and diluted	$	(0.04	)	$	(0.01	)					$	(0.05	)
Weighted average number of shares:
Basic and diluted		125,885			18,623			18,402		(5)		144,287

     See notes to unaudited pro forma condensed combined financial information.

PF-2

MRV Communications, Inc.

Unaudited Pro Forma Condensed Combined 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	$	(24,090	)	(1)(6)(7)	$	76,528
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	)	(9)		116,568
Inventories		68,800		17,896		—				86,696
Deferred income taxes		895		—		—				895
Other current assets		15,514		7,054		(1,208	)	(7)(10)		21,360
Total current assets		290,908		52,220		(26,404	)			316,724
Property and equipment, net		14,609		8,568		—				23,177
Intangibles		—		—		10,262		(1)(11)		10,262
Goodwill		36,316		—		99,611		(1)(12)		135,927
Deferred income taxes		1,460		—		—				1,460
Other assets		4,697		—		—				4,697
Total assets	$	347,990	$	60,788	$	83,469			$	492,247
Liabilities and stockholders’ equity
Current liabilities:
Short-term obligations	$	22,765	$	3,770	$	—			$	26,535
Accounts payable		58,204		19,486		(1,106	)	(9)		76,584
Deferred consideration payment		—		—		30,656		(1)(13)		30,656
Accrued liabilities		27,048		11,712		—				38,760
Deferred revenue		7,370		—		—				7,370
Deferred tax liability — short term		—		—		1,124		(14)		1,124
Convertible notes		23,000		—		—				23,000
Other current liabilities		4,766		135		—				4,901
Total current liabilities		143,153		35,103		30,674				208,930
Deferred tax liabilities — long term		—		—		3,617		(14)		3,617
Other long-term liabilities		7,283		—		—				7,283
Minority interest		5,272		—		—				5,272
Commitments and contingencies		—		—		—				—
Total stockholders’ equity		192,282		25,685		49,178		(1)(15)		267,145
Total liabilities and stockholders’ equity	$	347,990	$	60,788	$	83,469			$	492,247

     See notes to unaudited pro forma condensed combined financial information.

PF-3

MRV Communications, Inc.

Unaudited Pro Forma Condensed Combined 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			(351	)	(2)(3)		279,642
Gross profit		112,282			12,640			19				124,941
Operating costs and expenses:
Product development and engineering		28,187			6,757			(26	)	(3)		34,918
Selling, general and administrative		87,539			12,155			(142	)	(3)		99,552
Amortization of intangibles		—			—			2,025		(4)		2,025
Impairment of goodwill		52			—			—				52
Total operating costs and expenses		115,778			18,912			1,857				136,547
Operating loss		(3,496	)		(6,272	)		(1,838	)			(11,606	)
Interest expense		(3,540	)		(120	)		—				(3,660	)
Other income, net		5,386			(1,488	)		—				3,898
Loss before income taxes		(1,650	)		(7,880	)		(1,838	)			(11,368	)
Provision for income taxes		3,865			594			—				4,459
Net loss	$	(5,515	)	$	(8,474	)	$	(1,838	)		$	(15,827	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.48	)					$	(0.11	)
Weighted average number of shares:
Basic and diluted		120,902			17,525			18,402		(5)		139,304

     See notes to unaudited pro forma condensed combined financial information.

PF-4

MRV Communications, Inc.

Unaudited Pro Forma Condensed Combined 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	$	(24,824	)	(1)(6)(8)	$	69,439
Short-term marketable securities		25,864		—		—				25,864
Time deposits		821		7,637		—				8,458
Accounts receivable, net		95,244		12,729		(34	)	(9)		107,939
Inventories		61,361		16,508		—				77,869
Deferred income taxes		895		—		—				895
Other current assets		13,607		4,229		(474	)	(8)(10)		17,362
Total current assets		289,514		43,644		(25,332	)			307,826
Property and equipment, net		14,172		9,113		—				23,285
Intangibles		—		—		11,875		(1)(11)		11,875
Goodwill		36,348		—		99,611		(1)(12)		135,959
Deferred income taxes		1,460		—		—				1,460
Other assets		4,728		—		—				4,728
Total Assets	$	346,222	$	52,757	$	86,154			$	485,133
Liabilities and stockholders’ equity
Current liabilities:
Short-term obligations	$	26,289	$	5,159	$	—			$	31,448
Accounts payable		47,384		12,706		(34	)	(9)		60,056
Deferred consideration payment		—		—		30,656		(1)(13)		30,656
Accrued liabilities		29,704		8,771		—				38,475
Deferred revenue		7,624		—		—				7,624
Deferred tax liabilities — short term		—		—		1,124		(14)		1,124
Other current liabilities		5,926		216		—				6,142
Total current liabilities		116,927		26,852		31,746				175,525
Convertible notes		23,000		—		—				23,000
Deferred tax liabilities — long term		—		—		3,617		(14)		3,617
Other long-term liabilities		7,295		49		—				7,344
Minority interest		5,248		—		—				5,248
Commitments and contingencies		—		—		—				—
Total stockholders’ equity		193,752		25,856		50,791		(1)(15)		270,399
Total Liabilities and stockholders’ equity	$	346,222	$	52,757	$	86,154			$	485,133

     See notes to unaudited pro forma condensed combined financial information.

PF-5

MRV Communications, Inc.

Notes To Unaudited Pro Forma Condensed Combined Financial Information

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

(1) We accounted for the acquisition as a purchase in accordance with the guidance in Statement of Financial Accounting Standards No. 141 (SFAS No. 141) Business Combinations; therefore, the net tangible assets acquired were recorded at fair value on the acquisition date. The total purchase price of $134.9 million was comprised of (in thousands):

Cash	$	17,651
MRV common stock issued		72,961
MRV stock options exchanged for Fiberxon stock options		7,604
Less: fair value of unvested MRV stock options exchanged for Fiberxon stock options		(1,598	)
Bonus payment to close		3,000
Deferred consideration		31,500
Less: reconstruction cost		(844	)
Legal, professional and banker’s fees related to acquisition cost		4,647
Total	$	134,921

The $31.5 million in deferred consideration is payable if Luminent does not complete an IPO within 18 months after MRV’s receipt of Fiberxon’s audited consolidated financial statements for the three years ended December 31, 2006, or the third trading day after Luminent’s IPO. The amount may exceed $31.5 million if Luminent completes an IPO within 18 months of the financials receipt date. In such event, and in lieu of $31.5 million, MRV has agreed to pay an amount equal to 9.0% of the product obtained by multiplying the (x) price per share to the public in the Luminent IPO, less the discount provided to the underwriters, by (y) the total number of shares of Luminent common stock outstanding immediately prior to the effectiveness of the agreement between Luminent and the underwriters of the Luminent IPO. Any amount exceeding the $31.5 million will result in a corresponding increase to the amount allocated and recorded to goodwill.

MRV and Fiberxon’s stockholders agreed to share the costs incurred to reconstruct Fiberxon’s prior years’ financial statements, and compilation and audit services incurred to produce Fiberxon’s audited financial statements in the form and content required under SEC rules. MRV paid for all of the costs on behalf of both entities and deducted the $844,000 portion attributable to the Fiberxon stockholders’ responsibility from the purchase price per the amended agreement dated June 26, 2007.

Based upon information available to management resulting from a valuation undertaken by management in October 2007 in accordance with SFAS No. 141, MRV believes the methodology and estimates utilized to determine the net tangible assets and intangible assets are reasonable and currently believes that there will be no material change from the preliminary allocation of the purchase price. However, the Company’s fair value for the Fiberxon purchase price allocation derived from the recently completed valuation analysis is still preliminary and may change during the allowable allocation period, which is up to one year from the acquisition date and therefore the allocation of the purchase price, the estimates and assumptions used therein are subject to change. Any change in the value assigned to the intangible assets will result in a corresponding offset to the amount allocated and recorded to goodwill. MRV’s preliminary allocation of the Fiberxon purchase price is as follows (in thousands):

PF-6

Net tangible assets acquired	$	21,410
Intangible assets acquired:
Developed technology		8,500
Customer backlog		600
Customer relationships		4,800
Goodwill		99,611
Total purchase price	$	134,921

A portion of the purchase price was allocated to developed product technology. This was identified and valued through an analysis of data provided by Fiberxon concerning existing products, target markets, expected income generating ability and associated risks. Developed product technology represents proprietary know-how that is technologically feasible. The primary valuation technique employed was the Income Approach, which is based on the premise that the value of an asset is based on the present value of future cash flows.

The acquired intangible assets are amortized using the following methods over their estimated useful lives, presented below:

Developed technology	Straight Line Method	5.5 years
Customer relationships	Accelerated Method	10 years
Customer backlog	Straight Line Method	6 months

Goodwill, which represents the excess of the purchase price over the fair value of tangible and identified intangible assets acquired, reflects the competitive advantages that MRV expects to realize primarily from Fiberxon’s standing in the China telecom industry market.

MRV recorded a $4.7 million deferred tax liability based on the guidance contained in Statements of Financial Accounting Standards No. 109 (SFAS 109) “Accounting for Income Taxes.” The deferred tax liability arose as a result of the $13.9 million value assigned to identifiable intangible assets.

The following table summarizes the components of the net tangible assets acquired at fair value (in thousands):

Accounts receivable	$	19,410
Inventories		17,896
Property and equipment		9,033
Other assets and liabilities, net		(24,929)
Net tangible assets acquired	$	21,410

Notes to Unaudited Pro Forma Condensed Combined Statement of Operations:

(2)	The pro forma adjustment relates to the elimination of sales from MRV Communications, Inc. to Fiberxon, Inc. during the period presented.
(3)	Pro forma adjustment for SFAS 123(R) expense for Fiberxon’s unvested options that will be exchanged for MRV options as part of the acquisition, offset by SFAS 123(R) expense already recognized in Fiberxon’s unaudited statement of operations during the period presented.
(4)	The pro forma adjustment is to record the amortization of intangible assets relating to the Fiberxon acquisition.

PF-7

(5) Weighted average shares used to calculate pro forma basic and diluted net loss per share for the periods presented was computed using the weighted average number of common stock outstanding for the periods presented. The pro forma adjustment includes the 18,402,000 shares of common stock issued as part of the purchase price. Stock options issued to Fiberxon employees as part of the acquisition were excluded from the pro forma adjustment as the options were anti-dilutive.

Notes to Unaudited Pro Forma Condensed Combined Balance Sheets:

(6)	The pro forma adjustment includes $17,650,600 of cash and $3,000,000 in bonus payment that will be paid to the shareholders of Fiberxon as part of the purchase price.
(7)	The pro forma adjustment includes $4,647,000 in other costs relating to the Fiberxon acquisition, of which $1,208,000 were previously paid as of June 30, 2007.
(8)	The pro forma adjustment includes $4,647,000 in other costs relating to the Fiberxon acquisition, of which $474,000 were previously paid as of December 31, 2006.
(9)	The pro forma adjustment relates to the elimination of inter company payables and receivables between MRV Communications, Inc. and Fiberxon, Inc. during the period presented.
(10)	The pro forma adjustment relates to other acquisition-related costs paid as of the period presented.
(11)	The pro forma adjustment is to record the intangible assets relating to the Fiberxon acquisition, net of amortization expense through the period presented.
(12)	The pro forma adjustment is to record goodwill relating to the Fiberxon acquisition.
(13)	The pro forma adjustment is to record the deferred consideration payment of $31,500,000 relating to the Fiberxon acquisition, offset by $844,000 in Fiberxon’s share of the reconstruction costs.
(14)	The pro forma adjustment is to record the deferred tax liability related to the valuation of intangibles arising from the Fiberxon acquisition.
(15)	The pro forma adjustment relates to the increase in stockholder’s equity arising from the issuance of common stock and options, assumption of Fiberxon’s net tangible and intangible assets upon acquisition, and deferred tax liabilities arising from the acquisition of intangibles.

PF-8

CORRESP

November 16, 2007

Via EDGAR

Ms. Angela Crane
Accounting Branch Chief
Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549-0213

Re: MRV Communications, Inc.
Form 10-K for the year ended December 31, 2006
Filed March 6, 2007
Form 8-K/A filed October 1, 2007
File No. 001-11174

Dear Ms. Crane:

This is in response to your comment letter of October 19, 2007 to Guy Avidan of MRV Communications, Inc. (“MRV” or the “Company”). For the convenience of the staff, each comment is repeated verbatim with the Company’s response immediately following.

Form 8-K/A filed October 1, 2007

Unaudited Pro Forma Condensed Consolidated Financial Information, page PF-1

1. In the third paragraph of the headnote to the pro forma data (page PF-1), we note you state that the allocation is preliminary and “may be different from the final allocation of the purchase price and such differences may be material.” Please expand the disclosure to state management’s opinion that upon final allocation of the purchase price there will be no material change from the preliminary allocation or disclose alternative results that could occur in accordance with the guidance in Item 11-02(b)(8) of Regulation S-X.

Response:

As requested by the Staff, MRV has amended the disclosure of management’s opinion regarding the allocation of the purchase price in the fourth paragraph of Note 1 of the Notes to Unaudited Pro Forma Condensed Combined Financial Information on page PF-6.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2007, page PF-2

2. Disclose historical basic and diluted earnings per share on the face of the pro forma statements of income, together with the number of shares used to compute such per share data for Fiberxon. Refer to Article 11 of Regulation S-X.

Ms. Angela Crane
Accounting Branch Chief
Securities and Exchange Commission
November 16, 2007
Page 2

Response:

As requested by the Staff, the historical basic and diluted earnings per share information together with the number of shares used to compute such per share data for Fiberxon has been added on the face of the Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2007 on page PF-2. MRV has also amended the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2006 on page PF-4 to include the same disclosure.

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2007, page PF-3

3. Total stockholder’s equity does not agree with total stockholder’s equity per the audited financial statements of MRV and Fiberxon. It appears that this amount is liabilities and stockholders’ equity. Please revise or advise.

Response:

As requested by the Staff, MRV has amended the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2007 on page PF-3 to add a “Total liabilities and stockholders’ equity” line item description. Additionally, MRV has amended the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006 on page PF-5 to add a “Total liabilities and stockholders’ equity” line item description.

Notes to Unaudited Pro Forma Condensed Financial Information, page PF-6

4. We refer to adjustments (1) and (7). We note that you have allocated $106.4 million of the purchase price, approximately 81%, to “goodwill and intangible assets with indefinite lives.” Please tell us and revise to disclose the following about the intangible assets identified:

• the nature and amount of the intangible assets you have acquired;

• how you determined the estimated value assigned; and

• how you determined that the intangible assets have an indefinite life.

Also, provide more details of the reason for the significant amount to be allocated to goodwill. For example, explain the reason for the significant premium paid for the acquisition. Please be detailed in your response. We may have further comment after reviewing of your response.

Response:

As requested by the Staff, MRV has amended Note 1 of the Notes to Unaudited Pro Forma Condensed Financial Information on page PF-7 to include the nature and amount of intangible assets acquired, method of determining the estimated value assigned, and indefinite life assigned to goodwill.

Ms. Angela Crane
Accounting Branch Chief
Securities and Exchange Commission
November 16, 2007
Page 3

5. In this regard, we note in adjustment (1) that you refer to a “pending third party valuation.” While management may elect to take full responsibility for valuing the purchase price, if you choose to continue to refer to the expert in any capacity, you will have to revise the filing to name the independent valuation expert and include its consent as an exhibit.

Response:

As requested by the Staff, MRV has amended Note 1 of the Notes to Unaudited Pro Forma Condensed Financial Information on page PF-6 to clarify MRV’s responsibility for valuing the purchase price.

6. We refer to adjustments (1) and (8). It appears that the amount of cash or number of shares of MRV common stock to be issued may be increased if Luminent does not successfully complete an initial public offering by Mach 27, 2009. We see that you included the deferred obligation of $31.5 million as part of the purchase price. If Luminent does successfully complete the IPO by March 27, 2009, then the deferred consideration payment will be satisfied differently. Please revise to more clearly explain the potential impact of the two outcomes on the pro forma financial statements. It may be necessary to provide presentations using more than one set of assumptions. Refer to paragraphs 25-27 of SFAS 141 and Item 11-02(b)(8) of Regulation S-X for guidance.

Response:

As requested by the Staff, MRV has amended Note 1 of the Notes to Unaudited Pro Forma Condensed Financial Information on page PF-6 to clarify the potential impact of the two outcomes regarding satisfaction of the $31.5 million deferred consideration obligation.

7. We refer to adjustment (3). We see that you determined no pro forma adjustment was necessary for the recognition of share-based compensation expense relating to unvested options issued to employees of Fiberxon. Please tell us how your accounting complies with Question 17 of FIN 44, paragraph 85.

Response:

As requested by the Staff, MRV has amended the Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2007 on page PF-2 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2006 on page PF-4. The amended Unaudited Pro Forma Condensed Combined Statement of Operations for both periods discloses share-based compensation expense relating to unvested options issued to employees of Fiberxon in accordance with the guidance provided by Question 17 of FIN 44, paragraph 85.

Ms. Angela Crane
Accounting Branch Chief
Securities and Exchange Commission
November 16, 2007
Page 4

* * *

     The following acknowledges that MRV understands that:

• The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

• Staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

• The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     If you have any further comments or questions, please do not hesitate to contact the undersigned.

Sincerely, MRV COMMUNICATIONS, INC.
By:	/s/ Guy Avidan
	Guy Avidan
	Acting Chief Financial Officer E-mail: Guy@mrv.com

Cc: Ms. Julie Sherman
Division of Corporation Finance via fax (202) 772-9218