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): JULY 23, 2001

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)

ISSUER’S TELEPHONE NUMBER: (818) 773-0900

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

TABLE OF CONTENTS

	Item 5. Other Events
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 5. Other Events

Luminent Press Release

     On July 23, 2001, Luminent, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2001. A copy of that press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Registrant’s Financial Results

     On July 30, 2001, registrant announced its financial results for the three and six months ended June 30, 2001.

Registrant’s Reported Consolidated Results

Revenues for the quarter were $89.5 million, an increase of 21% over revenues of $73.9 million for the second quarter of fiscal year 2000. On a pro forma basis, net income for the current quarter was $1.3 million, or $0.02 per basic and diluted share, compared with pro forma net income of $1.4 million, or $0.02 per basic and diluted share in the previous quarter, and pro forma net income of $1.2 million, or $0.02 per basic and diluted share for the second quarter of 2000. Pro forma results exclude certain charges such as non-cash amortization of intangibles from acquisitions, non-cash deferred stock compensation expenses, cost incurred in connection with the Optical Access IPO, and expenses associated with development stage enterprises, as well as one time charges recorded by Luminent. On an as reported basis, MRV reported a net loss of $94.1 million, or $1.24 per basic and diluted share for the current quarter, compared with a net loss of $54.3 million, or $0.73 per basic and diluted share for the previous quarter and a net loss of $27.8 million, or $0.44 per basic and diluted share for the second quarter of 2000.

Registrant’s financial results as reported were as follows:

MRV COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

			June 30,			December 31,
			2001			2000
			(unaudited)			(audited)
ASSETS
CURRENT ASSETS:
	Cash & cash equivalents			$	174,887		$	210,080
	Short-term investments, $52,907 and $56,181 restricted in 2001 and 2000 respectively				55,704			73,947
	Accounts receivable				59,731			61,863
	Inventories				72,123			77,005
	Deferred income taxes				34,307			31,227
	Other current assets				26,812			22,750
		Total current assets			423,564			476,872
PROPERTY AND EQUIPMENT — At cost, net of depreciation and amortization					75,291			72,269
OTHER ASSETS:
	Goodwill & Intangibles				475,496			504,027
	Deferred income taxes				7,797			6,209
	Investments				28,164			31,734
	Other non-current assets				12,835			5,660
				$	1,023,147		$	1,096,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Current maturities of financing lease obligations and long-term debt			$	2,642		$	2,937
	Accounts payable				68,644			56,088
	Accrued liabilities				31,867			34,044
	Short-term debt				12,976			9,104
	Deferred revenue				1,663			1,470
	Income taxes payable				—			6,477
		Total current liabilities			117,792			110,120
LONG-TERM LIABILITIES
	Convertible debentures				89,646			89,646
	Capital lease obligations, net of current portion				566			621
	Long-term debt				60,399			60,257
	Other long-term liabilities				4,571			3,980
		Total long-term liabilities			155,182			154,504
MINORITY INTEREST					39,868			50,592
STOCKHOLDERS’ EQUITY:					710,305			781,555
				$	1,023,147		$	1,096,771

MRV COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)

		Six Months Ended								Three Months Ended
		June 30,				June 30,				June 30,				June 30,
		2001				2000				2001				2000
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
REVENUES, net			$	189,634			$	139,007			$	89,530			$	73,935
COSTS AND EXPENSES:
	Cost of goods sold			155,156				88,529				88,765				45,793
	Research and development expenses			50,787				26,649				25,782				14,758
	Selling, general and administrative expenses			82,123				41,481				43,711				26,467
	Amortization of goodwill and intangibles from acquisitions			57,167				13,069				29,028				12,055
	Operating loss			(155,599	)			(30,721	)			(97,756	)			(25,138	)
	Other expense, net			(2,893	)			(1,678	)			(2,373	)			(1,190	)
	Provision (credit) for income taxes			(3,622	)			883				(939	)			1,377
	Minority interest			(6,439	)			332				(5,051	)			45
NET LOSS			$	(148,431	)		$	(33,614	)		$	(94,139	)		$	(27,750	)
NET LOSS PER SHARE
	- BASIC		$	(1.97	)		$	(0.56	)		$	(1.24	)		$	(0.44	)
NET LOSS PER SHARE
	- DILUTED		$	(1.97	)		$	(0.56	)		$	(1.24	)		$	(0.44	)
SHARES USED IN PER
	- SHARE CALCULATION
	- BASIC			75,245				59,839				76,111				62,754
SHARES USED IN PER
	- SHARE CALCULATION
	- DILUTED			75,245				59,839				76,111				62,754

MRV COMMUNICATIONS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)

The following unaudited pro forma Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2001 and 2000 present results of operations excluding certain charges such as non-cash amortization of intangibles from acquisitions, non-cash deferred stock compensation expenses, cost incurred in connection with the Optical Access IPO and expenses associated with development stage enterprises.

		Six Months Ended					Three Months Ended
		June 30,		June 30,			June 30,			June 30,
		2001		2000			2001			2000
		(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
REVENUES, net		$	189,634	$	139,007		$	89,530		$	73,935
COSTS AND EXPENSES:
	Cost of goods sold		121,804		88,529			57,696			45,793
	Research and development expenses		17,137		13,367			7,891			7,307
	Selling, general and administrative expenses		45,051		34,153			21,524			19,139
	Operating income		5,642		2,958			2,419			1,696
	Other income (expense), net		167		(241	)		(564	)		(239	)
	Provision for income taxes		2,124		883			351			214
	Minority interests		1,031		332			211			45
NET INCOME		$	2,654	$	1,502		$	1,293		$	1,198
NET INCOME PER SHARE - BASIC		$	0.04	$	0.03		$	0.02		$	0.02
NET INCOME PER SHARE - DILUTED		$	0.03	$	0.02		$	0.02		$	0.02
SHARES USED IN PER - SHARE CALCULATION - BASIC			75,245		59,839			76,111			62,754
SHARES USED IN PER - SHARE CALCULATION - DILUTED			80,847		66,767			81,229			68,925

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

     99.1 Press Release dated July 23, 2001.

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:  July 31, 2001

MRV COMMUNICATIONS, INC.
By:      /s/ Edmund Glazer
	Edmund Glazer
	Executive Vice President Finance and Administration and Chief Financial Officer