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): April 26, 2006

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of Incorporation or organization) 20415 Nordhoff Street	06-1340090 (I.R.S. Employer Identification Number)
Chatsworth, Ca (Address of principal executive offices)	91311 (Zip Code)

Registrant’s telephone number, including area code: (818) 773-0900

(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

Exhibit 99.2

Item 2.02 — Results of Operations and Financial Condition.

On April 26, 2006, registrant made an earnings release announcing registrant’s first quarter 2006 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 April 26, 2006, and registrant does not assume any obligation to update such information in the future.

On April 26, 2006, as previously announced, registrant held a teleconference and audio web cast to discuss its first quarter 2006 financial results. The transcript of, 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 transcript and web cast is presented as of April 26, 2006, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 2.02, 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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Item 8.01. Other Events.

On April 26, 2006, MRV publicly announced its unaudited statements of operations for the three months ended March 31, 2006 and its balance sheets at March 31, 2006. These financial statements, which are included herein as part of Item 8.01 of this Report, follow on pages 4 and 5 of this Report.

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

	Three Months Ended
	March 31,			March 31,
	2006			2005
	(Unaudited)
Revenue	$	77,262		$	62,007
Cost of goods sold		51,477			40,963
Gross profit		25,785			21,044
Gross margin		33	%		34	%
Operating costs and expenses:
Product development and engineering		6,980			6,531
Selling, general and administrative		20,714			18,280
Total operating costs and expenses		27,694			24,811
Operating loss		(1,909	)		(3,767	)
Interest expense		(1,056	)		(786	)
Other income, net		616			485
Loss before taxes		(2,349	)		(4,068	)
Provision for taxes		1,332			2,369
Net loss (1)	$	(3,681	)	$	(6,437	)
Loss per share:
Basic and diluted	$	(0.03	)	$	(0.06	)
Weighted average number of shares:
Basic and diluted		107,714			104,144

(1) Net loss for the first quarter of 2006 included share-based compensation expense related to employee stock options of $739,000 under SFAS 123(R). There was no share-based compensation expense related to employee stock options under SFAS 123 in 2005 because the Company did not adopt the recognition provisions of SFAS 123.

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MRV Communications, Inc.

Balance Sheets

(In thousands)

	March 31,		December 31,
	2006		2005
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	130,780	$	67,984
Time deposits		1,060		1,475
Accounts receivable, net		89,306		92,466
Inventories		54,974		42,216
Deferred income taxes		873		873
Other current assets		6,442		7,828
Total current assets		283,435		212,842
Property and equipment, net		14,250		14,065
Goodwill		29,965		29,965
Deferred income taxes		136		136
Other assets		4,361		4,478
	$	332,147	$	261,486
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term obligations	$	28,393	$	30,378
Accounts payable		48,449		45,372
Accrued liabilities		29,072		29,272
Deferred revenue		6,264		6,076
Other current liabilities		2,555		2,230
Total current liabilities		114,733		113,328
Convertible notes		23,000		23,000
Other long-term liabilities		6,898		6,694
Minority interest		5,171		5,151
Commitments and contingencies
Stockholders’ equity		182,345		113,313
	$	332,147	$	261,486

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Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Registrant’s earnings release of April 26, 2006 announcing registrant’s first quarter 2006 (furnished pursuant to Item 2.02)

Exhibit 99.2 The transcript of, and the Financial Highlights Overview and Highlights, presented at, registrant’s teleconference of April 26, 2006 (furnished pursuant to Item 2.02).

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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: May 1, 2006

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

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