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): August 14, 2008

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))

TABLE OF CONTENTS

Exhibit 99.1

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 14, 2008, registrant received an expected NASDAQ Staff Determination letter indicating that registrant is not currently in compliance with NASDAQ’s listing requirements as set forth in NASDAQ Marketplace Rule 4310(c)(14) as a consequence of registrant’s delay in filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. Registrant has determined to initiate the appeal process by requesting a hearing before the NASDAQ Listing Qualifications Panel in response to the letter. A copy of registrant’s press release of August 18, 2008 announcing receipt of the NASDAQ Staff Determination letter is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Registrant’s Press Release of August 18, 2008.

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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: August 18, 2008

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

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EX-99.1

Exhibit 99.1

MRV RECEIVES NASDAQ LETTER FOR DELAYED FILING
OF FORM 10-Q FOR QUARTER ENDED JUNE 30, 2008

CHATSWORTH, CA – August 18, 2008 – MRV COMMUNICATIONS, INC. (NASDAQ: MRVC) announced that, as expected, it has received a NASDAQ Staff Determination letter indicating that the Company is not currently in compliance with NASDAQ’s listing requirements as set forth in NASDAQ Marketplace Rule 4310(c)(14) as a consequence of MRV’s delay in filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. MRV has determined to initiate the appeal process by requesting a hearing before the NASDAQ Listing Qualifications Panel in response to the letter. Upon its timely submission of the hearing request, MRV’s shares will remain listed on The NASDAQ Stock Market pending a decision by the NASDAQ Listing Qualifications Panel.

About MRV Communications, Inc.

MRV Communications, Inc. (“MRV”) is a leading provider of network equipment and services, and optical components. MRV’s network equipment 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 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. The Company’s optical components business, operating under the Source Photonics brand, includes Source Photonics, Inc. and Fiberxon, Inc., both wholly owned subsidiaries of MRV. Publicly traded since 1992, MRV is listed on the NASDAQ Global Market under the symbol MRVC. For more information about MRV and its products, please call (818) 773-0900 or visit www.mrv.com and www.sourcephotonics.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Maria Riley
Investor Relations	(415) 217-2631
(818) 886-MRVC (6782)	maria@blueshirtgroup.com
ir@mrv.com

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