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): JUNE 4, 2003



                            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)

      20415 NORDHOFF STREET
         CHATSWORTH, CA                                      91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


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

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

Item 5. Other Events and Regulation FD Disclosure.

On June 4, 2003, registrant issued a press release announcing that it had
completed the previously announced sale of its 5-year convertible notes to an
institutional buyer in a private offering, resulting in gross proceeds of $23
million. A copy of that press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

   (a)   Financial Statements - Not applicable
   (b)   Pro Forma Financial Information - Not applicable
   (c)   Exhibits:
         99.1     Press Release of June 4, 2003


                                       2

                                   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: June 4, 2003

                                     MRV COMMUNICATIONS, INC.



                                     By:   /s/ Noam Lotan
                                           -------------------------------------
                                           Noam Lotan
                                           President and Chief Executive Officer


                                       3

EX-99.1

                                                                    Exhibit 99.1

PRESS RELEASE

            MRV Communications, Inc. Completes Private Placement of
                         $23 Million Convertible Notes


Chatsworth, CA -- June 4, 2003 - MRV COMMUNICATIONS, INC. (Nasdaq: MRVC), today
announced that it has completed its previously announced private placement of
5-year convertible notes to an institutional buyer, receiving gross proceeds of
$23 million. As previously announced, the notes bear an interest rate of 5% per
year and have a fixed conversion price of $2.32.

This notice does not constitute an offer to sell, or the solicitation of an
offer to buy, securities. Any offer of the securities will be made only by means
of a private offering circular. The notes and the shares of common stock of MRV
Communications issuable upon conversion of the notes have not been registered
under the Securities Act of 1933, as amended, or the securities laws of any
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.

Investor Relations Contact
     Diana L. Hayden, 818-886-6782, ir@mrv.com