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): February 5, 2004

MRV COMMUNICATIONS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	06-1340090
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(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.
Statements of Operations
Balance Sheets
	Item 12 — Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

On February 5, 2004, MRV publicly announced its statements of operations for the three months and year ended December 31, 2003 and 2002, and its balance sheets at December 31, 2003 and December 31, 2002. These financial statements, which are included herein as part of Item 5 of this Report, follow on pages 3 and 4 of this report.

[Remainder of this page intentionally left blank]

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

		Three Months Ended						Year Ended
		Dec. 31, 2003			Dec. 31, 2002			Dec. 31, 2003			Dec. 31, 2002
Net revenue		$	71,952		$	67,654		$	241,844		$	252,532
Cost of goods sold			50,710			42,361			167,754			169,566
Gross profit			21,242			25,293			74,090			82,966
Operating costs and expenses:
	Product development and engineering		7,258			7,632			30,972			49,358
	Selling, general and administrative		17,436			20,823			62,868			90,047
	Amortization of intangibles		8			54			33			140
	Impairment loss on long-lived assets		—			522			—			17,038
	Impairment loss on goodwill and other intangibles		—			—			356			72,697
Total operating costs and expenses			24,702			29,031			94,229			229,280
Operating loss			(3,460	)		(3,738	)		(20,139	)		(146,314	)
Other expense, net			450			13,137			6,380			23,465
Loss before minority interest, provision for taxes, extraordinary gain, and cumulative effect of an accounting change			(3,910	)		(16,875	)		(26,519	)		(169,779	)
Minority interest			(21	)		85			58			230
Provision for taxes			1,028			484			2,361			13,395
Loss before extraordinary gain and cumulative effect of an accounting change			(4,917	)		(17,444	)		(28,938	)		(183,404	)
Extraordinary gain, net of tax			—			—			1,950			—
Cumulative effect of an accounting change			—			—			—			(296,355	)
Net loss		$	(4,917	)	$	(17,444	)	$	(26,988	)	$	(479,759	)
Earnings per share:
Basic and diluted loss per share:
	Loss before extraordinary gain and cumulative effect of an accounting change	$	(0.05	)	$	(0.18	)	$	(0.28	)	$	(2.01	)
	Extraordinary gain, net of tax	$	—		$	—		$	0.02		$	—
	Cumulative effect of an accounting change	$	—		$	—		$	—		$	(3.24	)
	Net loss	$	(0.05	)	$	(0.18	)	$	(0.26	)	$	(5.25	)
Weighted average number of shares:
Basic and diluted			104,747			95,811			102,022			91,421

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MRV Communications, Inc.

Balance Sheets

(In thousands)

		December 31, 2003		December 31, 2002
ASSETS
Current assets:
	Cash and cash equivalents	$	88,706	$	100,618
	Short-term marketable securities		5,221		11,738
	Time deposits		1,411		2,789
	Accounts receivable, net		57,297		50,965
	Inventories		35,799		32,695
	Other current assets		5,379		11,283
Total current assets			193,813		210,088
Property and equipment, net			25,416		35,169
Goodwill			29,965		29,740
Intangibles			102		135
Long-term marketable securities			1,705		1,447
Deferred income taxes			2,594		2,637
Investments			3,063		3,063
Other assets			1,938		2,524
		$	258,596	$	284,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current maturities of long-term debt and short-term obligations	$	2,905	$	7,393
	Convertible subordinated notes		—		32,418
	Accounts payable		50,644		41,308
	Accrued liabilities		25,523		31,542
	Deferred revenue		3,754		3,950
	Other current liabilities		2,936		2,289
Total current liabilities			85,762		118,900
Long-term debt			200		390
Convertible notes			23,000		—
Other long-term liabilities			4,215		3,666
Minority interest			5,291		7,371
Commitments and contingencies
Stockholder’s equity			140,128		154,476
		$	258,596	$	284,803

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Item 12 — Results of Operations and Financial Condition.

On February 5, 2004, registrant made an earnings release announcing registrant’s fourth quarter 2003 and year ended December 31, 2003 financial results, the text of which is set forth in Exhibit 99.1 attached hereto. All information in the press release is presented as of February 5, 2004, and registrant does not assume any obligation to update such information in the future.

On February 5, 2004, as previously announced, registrant held a teleconference and audio web cast to discuss its fourth quarter 2003 and year ended December 31, 2003 financial results. The script prepared for use by registrant’s executives and the Financial Highlights Overview and Highlights presented at this teleconference and web cast is furnished herewith as Exhibit 99.2. All information in the script and web cast is presented as of February 5, 2004, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 12, as well as Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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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: February 9, 2004

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

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