8-K

   1

                       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): SEPTEMBER 13, 1999

                            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)

             8943 FULLBRIGHT AVE
                CHATSWORTH, CA                          91311
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER: (818)767-9044

          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



   2

Item 5.  Other Events

        On September 13, 1999, MRV Communications, Inc. (the "Registrant")
issued a press release announcing the resignation of Zeev Rav-Noy from his
positions with Registrant. A copy of that press release with a description of
the events reported in this Form 8-K is attached as Exhibit 99.1 to this Form
8-K and is incorporated herein by reference.

        On September 14, 1999, Registrant issued another press release
announcing the appointment of two new members of its Board of Directors. A copy
of that press release with a description of the additional events reported in
this Form 8-K is attached as Exhibit 99.2 to this Form 8-K and is incorporated
herein by reference.

Item 7.  Financial Statements and Exhibits

        (c) Exhibits

        99.1          Press Release dated September 13, 1999 (and issued
                      September 13, 1999).

        99.2          Press Release dated September 13, 1999 (and issued
                      September 14, 1999).

                                        2
   3

                                   SIGNATURES

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, hereunto duly authorized.

Date: September 14, 1999

                                            MRV COMMUNICATIONS, INC.

                                            BY: /s/ Edmund Glazer
                                               ---------------------------------
                                               Edmund Glazer
                                               Executive Vice President Finance
                                               and Administration
                                               and Chief Financial Officer



                                        3

EX-99.1

   1

                                                                    EXHIBIT 99.1

               MRV COMMUNICATIONS ANNOUNCES CO-FOUNDER RESIGNATION

CHATSWORTH, Calif. Sept. 13, 1999--MRV Communications Inc. (Nasdaq:MRVC) today
announced the resignation of Dr. Zeev Rav-Noy, chief operating officer,
treasurer and director, effective immediately.

Dr. Rav-Noy, who co-founded the company in 1988, resigned for personal reasons
and to pursue other interests.

Dr. Rav-Noy said: "I am gratified and fortunate to have worked with so many
dedicated and talented individuals over the past 11 years. MRV is rapidly moving
forward and the efforts and investments we have made in R&D over the last two
years are bearing fruits. That success however has come with some personal
sacrifice and now is an opportune moment to devote more time to my family and
other interests."

Commenting on today's announcement, MRV Chairman and co-founder Dr. Shlomo
Margalit said: "Since co-founding MRV in 1988, Zeev has demonstrated leadership
and dedication in guiding the growth of the company. He was instrumental in
building our commanding lead in Optical Access as well as our entry into
complementary Internet infrastructure businesses. We will miss the dedication he
brought to the company; however, we respect and understand his decision."

About MRV Communications Inc.

MRV Communications is a world-class leader in optical access. Its products
integrate fiber-optic transmission, switching, routing and remote access to
enhance the performance of enterprise and carriers' networks. MRV's fiber-optic
transmission components send Broadband Internet, voice, cable and cellular
telephony to carriers and access networks.

Through its NBase-Xyplex brand, the company provides network enhancement
solutions that accelerate the deployment and improve the performance of complex
data networks. For more information, visit MRV at www.mrv.com.

CONTACT: MRV Communications Inc., Chatsworth
         Diana Hayden, 818/886-6782

EX-99.2

   1

                                                                    EXHIBIT 99.2


                SEPTEMBER 14, 1999, Tuesday - 00:28 Eastern Time

PROFESSOR DANIEL TSUI, NOBEL LAUREATE IN PHYSICS FROM PRINCETON UNIVERSITY, AND
PROFESSOR BARUCH FISCHER, DEAN OF ELECTRICAL ENGINEERING FROM THE TECHNION, JOIN
MRV BOARD

CHATSWORTH, Calif. Sept. 13, 1999--MRV Communications Inc. (Nasdaq:MRVC) today
announced the appointment of two new members to its board of directors.
Professor Daniel Tsui and Professor Baruch Fischer will join the board effective
Sept. 15, 1999.

Tsui, Arthur Le Grand Doty Professor of Electrical Engineering at Princeton
University, was awarded the 1998 Nobel prize in Physics for the discovery and
explanation of the fractional quantum Hall effect. Tsui was a recipient of the
American Physical Society 1984 Buckley Prize, the 1998 Benjamin Franklin Medal
and was elected to the National Academy of Sciences.

Tsui is a fellow of the American Physical Society and the American Association
for the Advancement of Science. He is currently engaged in research activity
relating to properties of thin films and microstructures of semiconductors and
solid state physics. He received his Ph.D. in physics from the University of
Chicago in 1967 and for 13 years was with Bell Laboratories before joining
Princeton University, where he spent the last 16 years.

Professor Baruch Fischer currently serves as Dean of the Electrical Engineering
Faculty at the Technion (Israel Institute of Technology). Fischer's current
Research Activities include solid state devices, lasers and optical amplifiers;
WDM technology; fiber gratings; 'all optical' networks; non-linear effect in
fiber, wave mixing; and optical computing, optical data storage and optical
image processing.

Fischer has authored or co-authored approximately 180 papers and holds several
patents in the field of optics and opto-electronics. He received his Ph.D. from
Bar-Ilan University, Israel in 1980. He subsequently became a Post-Doctorate
Fellow at CalTech, The California Institute of Technolgy and joined the Technion
in 1983.

Commenting on the appointments, Noam Lotan, president and CEO of MRV said: "It
is indeed an honor to welcome two such outstanding figures to our board.
Guidance and input from Dan and Baruch will greatly enhance our ability to break
new ground in the commercialization of optics for access and networking
technologies.

"Their presence will be an inspiration to our engineers and will significantly
strengthen our ability to draw new talent from the academic world."

About MRV Communications Inc.

MRV Communications is a world-class leader in optical access. Its products
integrate fiber-optic transmission, switching, routing and remote access to
enhance the performance of enterprise and carriers' networks. MRV's fiber-optic
transmission components send Broadband Internet, voice, cable and cellular
telephony to carriers and access networks.

Through its NBase-Xyplex brand, the company provides network enhancement
solutions that accelerate the deployment and improve the performance of complex
data networks. For more information, visit MRV at www.mrv.com.

CONTACT: MRV Communications Inc., Chatsworth
               Diana Hayden, 818/886-6782