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): April 30, 2008

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	91311
Chatsworth, Ca	(Zip Code)
(Address of principal executive offices)

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

Not Applicable
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))

Item 2.02 — Results of Operations and Financial Condition.

On April 30, 2008, registrant made an earnings release announcing registrant’s unaudited financial results for the three months ended of March 31, 2008, the text of which is set forth in Exhibit 99.1 attached hereto. All information in the press release is presented as of April 30, 2008, and registrant does not assume any obligation to update such information in the future.

On April 30, 2008, as previously announced, registrant held a teleconference and audio web cast to discuss its unaudited financial results for the three months ended of March 31, 2008. 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 30, 2008, 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.

[Remainder of this page intentionally left blank]

2

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Registrant’s earnings release of April 30, 2008 announcing registrant’s unaudited financial results for the three and twelve months ended of March 31, 2008(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 30, 2008 (furnished pursuant to Item 2.02).

3

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 2, 2008

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

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MRV ANNOUNCES FIRST QUARTER 2008 FINANCIAL RESULTS

Consolidated Revenue Increased 40% Year-Over-Year
Network Equipment Revenue Increased 30% Year-Over-Year

CHATSWORTH, CA — April 30, 2008 — MRV COMMUNICATIONS, INC. (Nasdaq: MRVC), a leading provider of products and services for WDM and optical transport, metro Ethernet, fiber optic components, 10GE, out-of-band networking and other optical networking products, today announced its results for the first quarter of fiscal 2008 ended March 31, 2008.

Revenue for the first quarter of 2008 was within previously stated guidance at $125.6 million, an increase of 40% over revenue of $89.7 million in the first quarter of 2007. Strong growth was driven by a 118% increase in the optical components segment and 30% growth in the network equipment segment.

First quarter of 2008 gross margin was 30%, compared with 32% reported in the first quarter of 2007.

The Company reported a net loss within guidance of $3.7 million for the first quarter of 2008, or $0.02 per common share, which included share-based compensation charges and amortization of intangibles related to the Fiberxon acquisition totaling $1.9 million. This compares with a net loss of $2.2 million or $0.02 per common share in the comparable period of 2007, which included share-based compensation charges of $0.8 million.

“We achieved significant year-over-year improvement in a seasonally soft quarter,” commented Noam Lotan, President and Chief Executive Officer of MRV. “Growth was driven by both our fiber optic group and strong 30% year-over-year growth for our network equipment division. We gained significant traction for our Optiswitch platform both in Europe and North America and added new tier-one customers in both North America and Europe. We are pleased that the Optiswitch 900 series is growing and is beginning to make an impact.”

Mr. Lotan continued, “We are well positioned to leverage our strong networking presence to take advantage of key industry growth drivers, such as the increasing adoption of Carrier Optical Ethernet and the deployment of FTTX networks around the world. We will remain focused on generating above-market revenue growth while improving operating performance.”

Exhibit 99.1-1

Guy Avidan, Chief Financial Officer of MRV commented, “We are very pleased with the strong organic revenue growth and an improvement in the bottom line results for our network equipment business. We expect improvement in our bottom line results as the network equipment business continues to grow and we fully realize the Fiberxon and Source Photonics integration synergies.”

Second Quarter of 2008 Outlook

MRV currently estimates that revenue for the second quarter of 2008 will be in the range of $135 million to $140 million. Net income (loss) per share is currently expected to be in the range of $0.01 to ($0.02) per share. This forecasted range includes the effect of non-cash share-based compensation, which is estimated to be approximately $0.01 per share.

Other Information

MRV will host a conference call to discuss its first quarter 2008 financial results today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). For parties in the United States and Canada, call 800-240-2430 to access the conference call. International parties can access the call at 303-262-2175. A financial presentation designed to guide participants through the call will also be available. MRV will offer its live audio broadcast of the conference call, along with the financial presentation, on the MRV Investor website at http://ir.mrv.com. For replay information, please visit the MRV Investor website.

Forward-Looking Statements

This press release contains statements regarding future financial and operating results of MRV, MRV’s expected revenues and net loss for the second quarter of 2008 that ends on June 30, 2008, management’s assessment of business trends, specifically MRV’s position to take advantage of key industry growth drivers such as the increasing adoption of carrier class metro Ethernet services and the deployment of FTTX networks, management’s continued focus on revenue growth and emphasis on improving operating performance during 2008, and other statements about future expectations, beliefs, goals, plans or prospects are based on management’s current expectations, estimates, forecasts and projections about MRV and its consolidated businesses and the respective market segments in which MRV’s businesses operate, in addition to managements’ assumptions. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “envisions,” “estimates,” “targets,” “intends,” “plans,” “believes,” “seeks,” “should,” “forecasts,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance or that the events anticipated will occur and that expected conditions will remain the same or improve and involve risks, uncertainties and assumptions, the likelihood of realizing are difficult to assess and may not occur. Therefore, actual outcomes, performance and results may differ from what is expressed or forecasted in such forward-looking statements and such differences may vary materially from current expectations.

For further information regarding risks and uncertainties associated with MRV’s businesses, please refer to the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Risk Factors” sections of MRV’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on March 17, 2008 and quarterly reports on Form 10-Q, copies of which may be obtained by contacting MRV’s investor relations department or at MRV’s investor relations website at http://ir.mrv.com or from the SEC’s EDGAR website at www.sec.gov.

Exhibit 99.1-2

All information in this release is as of April 30, 2008. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

About MRV Communications, Inc.

MRV Communications, Inc. (“MRV”) is a leading provider of network equipment and services, and optical components. MRV’s network equipment business provides equipment used by commercial customers, governments and telecommunications service providers, and includes switches, routers, physical layer products and out-of-band management products as well as specialized networking products for aerospace, defense and other applications including voice and cellular communication. MRV markets and sells its products worldwide through a variety of channels, including a dedicated direct sales force, manufacturers’ representatives, value-added-resellers, distributors and systems integrators. MRV also has operations in Europe that provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as internally developed and manufactured products. The Company’s optical components business, operating under the Source Photonics brand, includes Source Photonics, Inc. and Fiberxon, Inc., both wholly owned subsidiaries of MRV. Publicly traded since 1992, MRV is listed on the NASDAQ Global Market under the symbol MRVC. For more information about MRV and its products, please call (818) 773-0900 or visit www.mrv.com and www.sourcephotonics.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Maria Riley
Investor Relations	(415) 217-2631
(818) 886-MRVC (6782)	maria@blueshirtgroup.com
ir@mrv.com

Exhibit 99.1-3

MRV Communications, Inc.

Statement of Operations

(In thousands, except per share data)

	Three Months Ended
	Mar. 31, 2008			Mar. 31, 2007
	(Unaudited)
Revenue	$	125,586		$	89,679
Cost of goods sold		88,452			61,363
Gross profit		37,134			28,316
Gross margin		30	%		32	%
Operating costs and expenses:
Product development & engineering		10,530			7,306
Selling, general and administrative		28,784			22,739
Amortization of intangibles		653			—
Total operating costs and expenses		39,967			30,045
Operating income (loss)		(2,833	)		(1,729	)
Interest expense		(914	)		(1,052	)
Other income (expense), net		704			1,435
Income (loss) before taxes		(3,043	)		(1,346	)
Provision (benefit) for income taxes		637			870
Net income (loss)	$	(3,680	)	$	(2,216	)
Net income (loss) per share:
Basic	$	(0.02	)	$	(0.02	)
Diluted	$	(0.02	)	$	(0.02	)
Weighted average number of shares:
Basic		157,152			125,758
Diluted		157,152			125,758

Exhibit 99.1-4

MRV Communications, Inc.

Balance Sheet

(In Thousands)

	March 31,		December 31,
	2008		2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	72,591	$	72,474
Short-term marketable securities		3,006		6,402
Time deposits		5,113		6,055
Accounts receivable, net		129,455		128,368
Inventories		99,118		86,676
Deferred income taxes		360		838
Other current assets		22,636		25,370
Total current assets		332,279		326,183
Property and equipment, net		25,730		24,510
Goodwill		140,303		137,371
Other intangible assets		11,341		11,994
Long-term marketable securities		1,445		1,442
Deferred income taxes		1,943		907
Other assets		5,478		5,097
Total assets	$	518,519	$	507,504
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term obligations	$	29,265	$	28,931
Deferred consideration payable for Fiberxon		30,561		30,561
Accounts payable		91,506		82,927
Accrued liabilities		37,169		38,902
Deferred revenue		10,413		9,203
Other current liabilities		4,038		7,766
Total current liabilities		202,952		198,290
Other long-term liabilities		10,255		9,322
Minority interest		5,431		5,193
Commitments and contingencies
Stockholders’ equity		299,881		294,699
Total liabilities and stockholders’ equity	$	518,519	$	507,504

Exhibit 99.1-5

EX-99.2

Exhibit 99.2

Exhibit 99.2-1

Thomson StreetEvents www.streetevents.com Contact Us 1

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

CORPORATE PARTICIPANTS

Anne-Marie Frisch
MRV Communications, Inc. — Investor Relations

Noam Lotan
MRV Communications, Inc. — President, CEO

Guy Avidan
MRV Communications, Inc. — CFO, PAO

CONFERENCE CALL PARTICIPANTS

Jack Whelan
Alpha One Watch — Analyst

Tim Quinland
Mayo Capital — Analyst

Greg Waters
Investors Asset Management — Analyst

PRESENTATION

Operator

Ladies and gentlemen, thank you very much for standing by, and welcome to the MRV Communications first quarter and year ending 2008 financial results call. During today’s presentation all parties will be in the listen-only mode.

Following the presentation the conference will be open for questions and answers. (OPERATOR INSTRUCTIONS)

I would now like to turn the conference over to Anne-Marie Frisch with Investor Relations. Please go ahead, Ma’am.

Anne-Marie Frisch — MRV Communications, Inc. — Investor Relations

Thank you, Mike.

Good afternoon, everyone and thank you for joining us today to discuss MRV’s 2008 first-quarter financial results.

I am joined today by Noam Lotan, President and CEO, and Guy Avidan, CFO of MRV Communications.

Earlier this afternoon, the company issued a press release reporting its first quarter, for the first quarter ended March 31, 2008. A financial presentation designed to guide participants through the call is available.

The press release along with the presentation can both be viewed from the investor relations section of MRV’s website at ir.mrv.com. A taped replay of this call that can be accessed by phone will be available approximately two hours after the call’s conclusion and will be available for one week.

The dial-in numbers and pass code are available on our website and will be provided at the conclusion of today’s call. This call is also being webcasted live and a web replay will also be available. Both may be accessed at ir.mrv.com.

We would like to remind you that during the course of today’s call, MRV’s management may make forward-looking statements, including financial projections, statements as to the plans and objectives of management for future operations and statements as to the company’s future economic performance, finance condition or result of operations.

Exhibit 99.2-2

Thomson StreetEvents www.streetevents.com Contact Us 2

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

They forward-looking statements are not historical facts but rather are based on management’s current expectations and beliefs and are based on information currently available to us.

Words such as may, will, expect, intends, plans, believes, targets, estimates, forecasts and variations of these words are intended to identify forward-looking statements. By discussing our current perception of our market and making these forward-looking statements, we are not undertaking an obligation to provide updates in the future.

MRV’s actual results may deliver materially from those projected in these forward-looking statements and no one should assume that at any future date today’s forward-looking statements will then project the estimates of management.

Any future product future or related specification that may be referenced in today’s call are for information purposes only and are not commitments to deliver any technology or enhancements. MRV reserves the right to modify future product plans at any time.

These forward-looking statements portion of our press release issued today, as well as the risk factor sections of our 10-Ks and 10-Qs filed with the SEC disclose risks that could cause differences.

Additional risks not known to us from our business generally may also impair our business by conditions or results of operations or would prevent us from realizing our current expectations.

I’d now like to turn the call over to Noam Lotan, MRV’s President and CEO. Noam.

Noam Lotan — MRV Communications, Inc. — President, CEO

Thank you, Anne-Marie and good afternoon, everyone and thank you for joining us today.

I’m very pleased to report that MRV had a very solid first quarter.

It was the highest revenue first quarter in our history.

Revenue for the quarter was a record $126 million, a 40% increase over Q1 of last year.

2008 is the 20th anniversary year for MRV and this was a great start to the year. We experienced strong revenue growth in network equipment and in optical components.

Both related to deployments of regional, metro and networks, domestic and internationally. These networks provide the infrastructure required to deliver broadband connectivity and tripleplay services to residential and business customers. We are pleased with our growth and we expect that it will continue in Q2.

Our Network Equipment segment exhibited strength primarily in Metro Ethernet but also in the defense and aerospace division. Network Equipment grew 30% year over year. This growth coupled with good operational controls brought the network equipment segment to a near break even for the quarter. Really we’re gaining market share in network equipment. Our growth rate is well above industry average and is driven by the strength of our product and demand for Metro Ethernet in both domestic and international markets.

As we expected, revenue from network integration declined sequentially from a seasonally strong fourth quarter. It was a bit softer than our expectations and posted a slight loss in Q1. These segments, which historically have almost always been profitable is expected to improve in Q2.

In our Optical Components segment of Source Photonics, we had a strong revenue growth from both our Legacy Optical Group and Integrated Fiberxon Group.

First quarter optical component revenue was 50 million, reflecting a year-over-year growth of 21% organically and 118% including Fiberxon. As you know, we are on file with the SEC for an IPO of Source Photonics. Therefore, information regarding Source Photonics is highly regulated by the process. For this reason, me and Margalit, the CEO of Source Photonics, will again not be on the call today. Instead Guy Avidan will give a brief overview of Source Photonics’ Q1 results shortly.

Exhibit 99.2-3

Thomson StreetEvents www.streetevents.com Contact Us 3

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Overall on a consolidated basis, I’m happy to see the business moving in the right direction.

There are two main factors that impacted our bottom line this quarter.

First, we have made great progress with the Fiberxon integration but it is still impacting earning growth.

Secondly, we had a modest lost in our network integration business this quarter partly due to currency. Importantly growth in our metro equipment drove dramatic improvement to the bottom line. We’re excited about that because this segment is crucial to our ongoing business as it is one of our core growth engines.

Our markets will continue to grow as today’s telecommunications network evolve to support both share growth in network traffic and especially growth in high bandwidth applications like streaming video, peer-to-peer networking and conference rich website.

Growth is driving the main for capacities in service providers network. We remain competitive, our carrier customers undergo a process of business transformation. Our product enabled them to renew their network infrastructure in order to provide this high bandwidth video, voice and data services.

I’m pleased to announce that in Q1, MRV was selected to supply telecom with access of the solutions of the new European Metro Ethernet initiative. This important win is based on the Optiswitch platform.

During the quarter the same product line also won deployment with a tier 1 carrier in North America and a tier 1 MSO in Israel. We are very proud of this important achievement.

It is too early to assess the near term revenue impact. However, this certainly provides a solid foundation for future growth. The OS 900 series is well received and has already started making an impact on other deployments both in Europe and in North America.

The OS 900 series next generation carrier Ethernet, network interface device or NID. It enables service providers to share their metro internet portfolio in a carrier ethernet competitive environment.

The Metro Ethernet Forum, MEF, has been using the term NID to refer to a network element that terminates a Metro Ethernet network. NIDs are usually located at the customer premises and provide a clean demarcation between the customer’s network and the Metro Ethernet network. Element terminates both ethernet transport and service domain.

The OS 900 series implements full NID services as defined by the MEF with enough flexibility to assure a future proof solution for service expansion. It incorporates the same MRV, (Inaudible) master OS, our modular operating system, which has a reach feature sets and service aware capabilities.

Two days ago we announced the TereScope TS-10GE, the industry’s first wireless 10 gigabit Ethernet system. The system has been named Best of Interop finalists in the wireless and mobility category at the 2008 Interop Show being held this week in Las Vegas.

This (Inaudible) device provides wireless solution for extending backbone networks between multiple buildings without the need for fiber optic cable plans and without compromising our speed. With well over 7,000 links deployed, MRV has the most experience in the market at selling, installing and servicing free space optic equipment.

Our vision going forward is towards packet optical networks. Trends are converging and networking. The (Inaudible) thread of IP and the increasing use of optical networks, Optical packet networks are therefore the next evolution in networking. With our rich technology heritage, we aim to be one of the top five leaders in packet optical network hardware.

Optical packet networks combine packet traffics and wavelengths and optical packet network with GMPLS provides the ability to deliver services with the look and feel of today’s circuit switch network like SCH. In this emerging field of packet networking, MRV is extremely well positioned. We have 20 years of experience in optical innovations and more than 10 years experience in carrier Metro Ethernet.

Exhibit 99.2-4

Thomson StreetEvents www.streetevents.com Contact Us 4

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Where other players may have to acquire technologies or private label other product, we saw this trend long time ago and have much of the technology in-house.

We have expertise in delivering solutions for the optical edge of the network and are able to combine wavelength, transport and MPLS packet services on a single platform.

I’d like to take this opportunity to comment about being green.

You may not know it but the color for 20th anniversary is green and in 2008 as MRV celebrates its 20th, we are in the process of becoming a greener company. One of our divisions is already certified for ISO 14,000, which is the standard for environment management systems. In addition, our product generally but not always, consume less power than their respective competitors for the same functionality.

That means we help customers reduce their environmental footprint, be more environmentally responsible, and save money too.

As a matter of fact, we also provide managed power solutions which are helping one of the largest network equipment manufacturers save up to $1 million a year in utility cost, in just one of their facilities.

In summary, I am pleased with our first quarter, which was our best first quarter on record.

I believe that our three reporting segments, network equipment, network integration and optical components, provide both product and geographic specification that benefit the company during the ups and downs of the global economy.

While we continue to focus on growth, consistent profitability is very much a priority and a near term focus for MRV.

While market share is still a priority, we need to take a balanced approach and leverage our position in the market into bottom line results.

With that said, let me now turn the call over to Guy Avidan, our CFO, to go over the financial details for the quarter. Guy.

Guy Avidan — MRV Communications, Inc. — CFO, PAO

Thank you, Noam.

I will first review our consolidated financial results, provide you with further details on our network equipment, network integration and optical segment, and then I will close with our outlook for the second quarter of 2008.

On a consolidated basis, we are reporting strong year-over-year revenue growth in the first quarter, which is within our previously given guidance. We reported record first quarter revenue of 125.6 million, a 40% increase compared to 89.7 million in the same period last year.

The revenue decreased approximately 11% from 140.9 million in the preceding fourth quarter due to normal seasonality. This quarter gross margins were approximately 30% on a consolidated basis. This compared with margins of 32% in the same period last year, which did not include Fiberxon.

The Q4 ‘07 the margins was 28% which was impacted by a 2.3 million inventory writeoff and provisions associated with Photonics. Our total operating costs of expenses including share base compensation and the intangibles during the quarter reflect at 40 million. Operating costs and expenses as a percentage of revenue was 32% for the first quarter this year compared with 34% last year.

On a consolidated basis, this quarter we reported a net loss of 3.7 million or a $02 per share, which is within the profitability guidance we gave on the last earning call. I would like to make it clear that this net loss figure includes 1.3 million in shared based compensation expenses and .7 million in a intangibles.

Now, I will provide some additional details and highlights on our three segments on a stand alone basis.

Exhibit 99.2-5

Thomson StreetEvents www.streetevents.com Contact Us 5

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

As Noam mentioned, our network equipment segment grew significantly. The network equipment group had strong growth and reported 31 million in revenue, including segment sales which was up 30% from the same quarter in the prior year revenue and stood at 23.6 million.

Network equipment revenue slightly declined from the prior seasonality strong quarter. The strength in Q1 network equipment sales was driven by our Optiswitch platform in both Europe and North America and solid demand for our Fiber Driver and LambdaDriver product lines.

The Optiswitch is Metro Ethernet solution business blocks and can serve as a termination device for Optical transport networks. This quarter the revenue growth for the Optiswitch exceeded the carrier ethernet market 25% average and we believe increased our market share, especially in North America.

The product is very well equipped to address the packet optical market that seems to be one of the fastest growing segment for MRV. Geographically, our network equipment product sales grew 35% in North America and 43% in Europe year over year.

The revenue growth in North America is primarily attributed to the success of the strategy team we have put in place over the past two years. Gross margin for our network equipment group were 49% compared with 48% in the first quarter of the previous year. Operating expenses for the metro equipment group slightly increased to 15.4 million from 14.6 million in Q1, ‘07. The operating loss for the network equipment group significantly improved.

The group reported an operating loss of 0.4 million compared with a loss of 3.3 million in the first quarter of the prior year. Moving to our network integration group reported revenue was 49.1 million for the first quarter and up 5% year over year. Although Q1 is a seasonally soft quarter for this group. Sales were lower than we expected because of the delay with one customer in Europe.

We expected to capture this revenue in the second quarter. Gross margin for our network integration group were 24%, flat with first quarter of the previous year. Operating expenses for the network integration group were 11.6 million compared with 8.9 million in Q1, 2007.

The year-over-year increase in operating expenses is attributed to the erosion of the U.S. dollar compared with local currencies in Europe and some salary increase in Europe. The network integration group reported an operating loss of about 100,000 compared with an operating income of 2.5 million in the first quarter of the prior year.

During the quarter 7.6% of our network integration sales were composed of our internally developed network equipment product. This compares with 7.9% in the previous quarter. Our goal remains to take advantage of this strong self-channel into tier 1 carriers in Europe and increase this percentage over time.

We aim to keep reducing expenses as percentage of sales in both our network equipment and integration groups by keeping expenses relatively stable on an absolute basis while continuing to post good year-over-year growth on the top line.

Now, I will briefly highlight for results for the first quarter. The first quarter of 2008 was the third quarter operating Source Photonics with a combined operations of Luminent and Fiberxon. Revenue for the quarter was 50 million, a slight decline from the previous quarter and 118% increase from Q1 2007. Source Photonics’ gross margin was 20.5% compared with 17% in Q4 ‘07 and 24% in the first quarter of 2007.

Gross margin in the first quarter of 2007 was negatively impacted by 2.3 million in inventory write-down and provision, adjusting for this write-down, gross margin would have been sequentially flat.

Gross margin in the first quarter of 2007 was positively impacted by the one time 2.9 million in deferred revenue. Source Photonics’ operating expenses for the quarter were 10.5 million, which include .7 million in the intangible and approximately .7 million of shared-based compensation expense. Reported operating loss for Source Photonics was .2 million, which included (Inaudible) of intangibles and share based compensation.

Again, we are very pleased with Source Photonics’ results during Q1 and congratulate their on their continued progress.

Now for a quick summary of our consolidated balance sheet.

In the first quarter end we had total cash and cash equivalent time deposit and investment of 81 million, an approximate 4 million decrease attributed to a decrease in inventory to prepare for a ramp-up in Q2 sales. (Inaudible) increase to 129.5 million from 128.4 million in the prior quarter. Our sales outstanding were at 94 days up from 83 days in the prior quarter.

Exhibit 99.2-6

Thomson StreetEvents www.streetevents.com Contact Us 6

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

As we discussed in the past, our DSOs are affected by the longer collection cycle typical in certain European markets and an increase in sales in China. Inventories increased by 12.4 million to 99 million from 87 million last quarter. Our inventory turn was 3.6 times on an annualized basis.

Now turning to our guidance, we believe the company’s three reporting segments provide both product and geographic diversity that benefit the company during difficult economic times.

Despite negative economic indicators, we are encouraged by internal indicators for continuing momentum in our network equipment and optical component groups.

Further, we believe the companies of the three reporting segments provide both product and geographic diversity that will benefit the company during difficult economic times.

We currently forecast Q2 ‘08 revenues to be in the range of 135 million to 140 million. Year over year growth of approximately 32% to 37%. On the bottom line, we are currently forecasting net income of $0.01 per share to a net loss of $0.02 per share for the second quarter, which includes share based compensation expense expected to be approximately $0.01 per share.

Our ability to reach the high end of our profitability guidance range will depend on our ability to execute on our goals to improve overall margins and control on expenses in the second quarter. I will now turn the call to the operator for the Q and A session.

Exhibit 99.2-7

Thomson StreetEvents www.streetevents.com Contact Us 7

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

QUESTION AND ANSWER

Operator

Thank you, sir. (OPERATOR INSTRUCTIONS) Our first question comes from the line of Jack Whelan with Alpha One Watch. Please go ahead.

Jack Whelan — Alpha One Watch — Analyst

Yes, Noam. Congratulations on the 20th Anniversary.

I’d like to see any moves as far as becoming a greener company to go to the bottom line.

I’m kind of concerned that Q2 guidance is very encouraging on the top line, but I have to tell you it sounds very, very discouraging on the bottom line.

I can’t see any moves that the company could make in the area of green that contributes to the benefits of the shareholder.

Noam Lotan — MRV Communications, Inc. — President, CEO

Thank you, Jack.

I think if you heard Guys’ guidance, we’re guiding for an upside of $0.01 profit, which also includes a $0.01 in the noncash share-based compensation, et cetera. So the upside was actually the positive, and on the negative side I think it was minus two, right, Guy?

Guy Avidan — MRV Communications, Inc. — CFO, PAO

Yes.

Jack Whelan — Alpha One Watch — Analyst

All right. Thank you.

Noam Lotan — MRV Communications, Inc. — President, CEO

Yes, but the specific reference with the greener product, certainly this is a — we perceive it to be an emerging area where both people that are interested, either in conserving power and reducing their environmental footprint, you know, I won’t go into situations where the power has to be going to a UPS mode and in that case you have to turn down or turn off the sequence of equipment in a certain environment to make the UPS last longer, for example. So we’re trying to focus on areas like this. And in general, just our equipment is generally environmentally friendlier, and as I said, we’re in the process of certifying our divisions to full ISO 14000, which is also a new standard for environment management services.

So we are certainly going in that direction. I can go into more details but I’m not sure that that’s the right forum right now, but trust me, there’s a lot more going here on that.

Jack Whelan — Alpha One Watch — Analyst

Okay.

Exhibit 99.2-8

Thomson StreetEvents www.streetevents.com Contact Us 8

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Operator

Thank you, sir. The next question comes from the line of Tim [Quinland] with Mayo Capital. Please go ahead.

Noam Lotan — MRV Communications, Inc. — President, CEO

Hey, Noam.

Tim Quinland — Mayo Capital — Analyst

Hi, Tim. I have kind of a series of questions if you don’t mind.

First, if you’d take a look at the network equipment segment, right? You guys are doing a great job growing the revenues there. That’s pretty clear.

I’d like to understand how much of the Q1 ‘08 revenue number had any kind of Optiswitch upside from some of the big carriers you talked about in the number.

Secondly, within the segment, I kind of want to understand why on a sequential basis gross margins actually declined, despite what you said was a recovery in your — both your Metro Ethernet business plus your defense business coming back strong there. That doesn’t jive with me. I’m just trying to figure out what the delta would be there on the gross margin side.

Noam Lotan — MRV Communications, Inc. — President, CEO

Okay. There’s two questions, right, Tim?

Tim Quinland — Mayo Capital — Analyst

Yes, in this segment. I can get back in the queue later if you want.

Guy Avidan — MRV Communications, Inc. — CFO, PAO

No problem. For the first question, we don’t specify product. I can say just in North America the gross of the (inaudible) was by far higher than 200% and the carrier that Noam just mentioned before, France Telecom, is not really contributing yet to the revenue. This is future revenue that will start this year and hopefully will take us many years forward.

Regarding the gross margin, second question, I don’t know if you remember in Q4, we had one-time income from service. That’s why the Q4 gross margin was 53%, which is much higher than our average in ‘07. Obviously, that’s our target, the networking product for ‘08 but we’re not there yet.

Tim Quinland — Mayo Capital — Analyst

I’m sorry. Guy, what is the target gross margin that you guys go to market to in this — in your own network equipment segment? I thought it was in the 55 range.

Guy Avidan — MRV Communications, Inc. — CFO, PAO

Exhibit 99.2-9

Thomson StreetEvents www.streetevents.com Contact Us 9

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Well, our long-term goal is to be above the 50 and it does fluctuate quarterly based on product mix, but, you know, we certainly are in the — doing whatever we can to get it above the 50% line.

Tim Quinland — Mayo Capital — Analyst

Okay. Can I just follow up on this Optiswitch, the OS 900 series opportunity? When you look out over the next couple of years, are these — these seem like almost program opportunities that could be multiyear in duration and can you just kind of give me a sense that — of the size and scale of this opportunity relative to some of — maybe some of the other opportunities you’ve had in the past? Are these multiples? I mean, these are tier 1 carriers. Is this a huge opportunity here for you guys?

Guy Avidan — MRV Communications, Inc. — CFO, PAO

Talking about the carrier that Noam named, France Telecom, France Telecom currently is one of the biggest european carriers. The opportunity is not just in France. It’s all over Europe.

We are not authorized to say numbers regarding this carrier, but based on previous business that we used to do with this carrier, we know it’s a multimillion per year deal and the NAD, the demarcation product that we are selling can provide any type of service from point to point to multipoint to multipoint, so we can cover a lot of France telecom customers. So we know the deployment will be big.

Tim Quinland — Mayo Capital — Analyst

Okay.

Noam Lotan — MRV Communications, Inc. — President, CEO

And let me add, Tim, that the — being in the access portion of the network is actually a plus in the sense that you don’t get a one-time shot deal, which then disappears, but it actually — you get to ship based on the growth of the carrier that is providing services. So, you know, I’d like to look at it more than (inaudible) if you are successful in penetrating and bidding your competitors and that, then you basically have a license to grow with the carrier as they deploy services. And that’s really what I like on that because you’re basically generating recurring revenue on an ongoing basis for years to come.

Tim Quinland — Mayo Capital — Analyst

And is this — I think you mentioned the last call, Noam, that this was both a wireless and a wire line opportunity. Is that fair?

Noam Lotan — MRV Communications, Inc. — President, CEO

Well, last quarter we talked about another win, which is in the wireless back haul services.

Tim Quinland — Mayo Capital — Analyst

Okay.

Noam Lotan — MRV Communications, Inc. — President, CEO

And that happened to have the same product line involved but the other wins that I just described are specifically on wire line applications.

Exhibit 99.2-10

Thomson StreetEvents www.streetevents.com Contact Us 10

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Tim Quinland — Mayo Capital — Analyst

Okay. All right. Just if I have — I’ll get back in the queue after this question but can we talk about the network integration group.

A couple of — a couple points.

One, can you just help me understand the huge delta year on year in terms of the operating cost. Maybe give me some more clarity on the amount of currency impact and where that got you and also what I should be modeling as we go forward here in terms of that number.

That’s a huge increase year on year.

Noam Lotan — MRV Communications, Inc. — President, CEO

Large portion of the increase in OpEx was contributed to fluctuation of the dollar versus the local currency, European integration are based on Euro, Swedish currency, Norwegian currency and Swiss currency, all of them actually behave more or less like the euro. That was the largest part of the increase and the remaining part was some increase in headcount and some salary increase.

Tim Quinland — Mayo Capital — Analyst

Okay.

Noam Lotan — MRV Communications, Inc. — President, CEO

We do believe that Q2, we will bring some of those costs down. Probably not at the same level that we have a year ago, but certainly better than what we are in now.

Tim Quinland — Mayo Capital — Analyst

And just — just a follow-on on Jack’s question about, you know, sort of profitability, Noam, can you just give me a sense of sort of is there a systematic approach going on within the company to really look at the overall margin structure of all products that are being sold to drive margins higher?

Because, you know two years ago you really talked about kind of getting in front of the opportunity. You’ve done that.

It seems that you’ve got some very good products positioned in the right space in the Metro Ethernet market. Is it now time to sort of go back and sort of look across the product portfolio to see what you can do to improve the margins and is that going on now?

Noam Lotan — MRV Communications, Inc. — President, CEO

Absolutely. This is a process.

I mean, we have already effected the price adjustment in international markets and we are currently now looking at our product portfolio to see where we can impact the product at pricing on the domestic side. We are certainly much more careful with discounts.

On the flip side of that, sometimes when you are on a competitive situation and you want to be
considered seriously and win the project, you obviously have to show more flexibility. So there’s
always that balance.

Exhibit 99.2-11

Thomson StreetEvents www.streetevents.com Contact Us 11

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

But definitely we are in the process of reviewing and as I said, we have recently recently increased prices on our international markets and we will do the same most likely on a selected basis in North America. We are also looking very carefully at our expenses and we are considering all kind of measures that will help us get to profitability.

Obviously, this is very high on our mind and we are not losing sight of that.

We have — you know, we have things that we can do and certainly we understand that this is a market where you have to deliver in this environment not only market share, but also bottom line results. And our strategy all along has been to try to hold operating expenses at a certain constant level, while increasing revenue and hopefully increasing gross profit as well.

Certainly on the equipment side it works, it worked in Q4 and it worked in Q1. So in two quarters in a row, we’re actually showing some pretty good results on the equipment side.

And so that’s really the direction we’re heading, but we are looking at every possible item, both starting from the list price all the way down to expense levels.

Tim Quinland — Mayo Capital — Analyst

Okay. Great. I’ll get back in the queue. Thanks.

Noam Lotan — MRV Communications, Inc. — President, CEO

Okay. Thanks.

Operator

Thank you. (OPERATOR INSTRUCTIONS) The next question comes from the line of Greg Waters with Investors Asset Management. One moment, please. Go ahead with your question.

Greg Waters — Investors Asset Management — Analyst

Good afternoon. A couple of questions.

First of all, fairly sizable increase in inventory, about 15% from last quarter. What was that due to the contract in Europe and the U.S., I mean, the back haul and the European contract with FT?

Noam Lotan — MRV Communications, Inc. — President, CEO

Regarding the inventory increase, as mentioned before, we are forecasting an increase of about $13, $14 million from Q1 to Q2 and that inventory should enable us through the sales growth in Q2.

Specifically, we already have the backlog. So it’s not a risk.

Greg Waters — Investors Asset Management — Analyst

Okay. Then you mentioned two tier 1 customers, one for Europe and one for North America.

Is that in addition to the wireless back haul customer that was announced last quarter or is that included in the North American?

Exhibit 99.2-12

Thomson StreetEvents www.streetevents.com Contact Us 12

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Noam Lotan — MRV Communications, Inc. — President, CEO

Yes, Greg, that’s in addition to what we announced last quarter.

Greg Waters — Investors Asset Management — Analyst

Okay. Can we get any — I know that you last quarter on the conference call had suggested there might be press release regarding the back haul customer from last quarter.

Can you at least give us some sort of color as to what type of customer it is? Is it — what type of technology? I mean, it is back haul. Is it OS 900, 9000? Is it for WiMax? Is it for General Cellular?

Noam Lotan — MRV Communications, Inc. — President, CEO

It is OS 900 for General Cellular and to answer your question about press release, still in the process of getting approvals, as, you know, these are heavy, complex organization, takes time to get approvals. But, you know, we hope to be able to announce that sometimes in the very near future.

I will certainly have a lot of other announcement, particularly related to product in the upcoming next com show in June. And some of the things that I discussed in our prepared remarks with respect to optical networks, I will certainly be addressing some of those during the next com show.

Guy Avidan — MRV Communications, Inc. — CFO, PAO

Just to add one thing, you asked before about the technology, circuit and relation TDM over the Ethernet based on the OptiSwitch 900M which is a modular device.

Greg Waters — Investors Asset Management — Analyst

Really quickly, the North American tier 1 customer was that in the United States and or was that north of the United States?

Guy Avidan — MRV Communications, Inc. — CFO, PAO

I cannot say.

Greg Waters — Investors Asset Management — Analyst

Okay. Great. Thanks.

Guy Avidan — MRV Communications, Inc. — CFO, PAO

Thank you.

Operator

Thank you, sir. The next question is a follow-up question from Tim Quinland. Please go ahead, Sir.

Exhibit 99.2-13

Thomson StreetEvents www.streetevents.com Contact Us 13

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Tim Quinland — Mayo Capital — Analyst

Okay. Thanks, guys.

I know it’s hard for you guys to give, I’m sure you’re in NDA’s on this new business opportunities that you’ve got, but this is kind of unique for you guys having tier 1 carriers. And I guess I’m trying to understand the size of the opportunity, Noam.

Is there any industry data that you could kind of point me to to suggest the size of this opportunity?

Noam Lotan — MRV Communications, Inc. — President, CEO

Well, I mean, generally there’s industry data related to Metro Ethernet, the services that carriers are deploying and obviously, that runs in the billions and it grows in the double digit, but to be more specific as to your question in the — first of all, to be (inaudible) into a tier 1 carrier regardless of the application is a big — is a great accomplishment, and that’s obviously a result of lot of the hard work and paying close attention to customers’ requirement and basically working with them and then afterwards still competing with 10 or 12 other equipment vendors that all vie for the same piece of business and winning.

To try to quantify the opportunity, I think the one we mentioned with France Telecom is clearly a — kind of a general deployment, which is specifically related to their service offering, which when launched, which we expect it to be launched this year, will start contributing to revenue.

And the other one is the deployment of a tier ,1 which is linked to a specific project. It’s not necessarily a nationwide deployment, but it is — I think it’s — has a reasonable slice to make it interesting for us. And we also know this is a license for us to expand that relationship into other — other projects, other deployments within that carrier.

So I’m not sure if I can — if that answers your question directly, but I did the best I can.

Tim Quinland — Mayo Capital — Analyst

Okay. All right.

And can you also, Noam, help me understand the — sort of the growth and the headcount in the context of controlling the expense structure, cost side. Sequentially you grew probably 50, 60 people in the quarter.

Noam Lotan — MRV Communications, Inc. — President, CEO

I think the — Tim, the only growth that we had was specifically growth manufacturing headcount in China, that was partially offset by reduction in headcount in North America and this is all related to our optical component business. We also increased the headcount in R&D in China as well.

So, you know, this is a — we’re basically expanding in the territory and without being too specific, I mean, clearly, we’ve already outlined what strategy is for us in the optical component and that is to take advantage of the — both the China market itself, as the market that is growing rapidly, and also as a tremendous opportunity for us to become more and more competitive in the optical component. And so we’re in the middle of that expansion and it’s actually taking place.

Tim Quinland — Mayo Capital — Analyst

Noam, are you ever going to be in the position to break out your sort of China based revenues coming out of that segment or —

Noam Lotan — MRV Communications, Inc. — President, CEO

Exhibit 99.2-14

Thomson StreetEvents www.streetevents.com Contact Us 14

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

I think it’s more — it’s a Source Photonics question right now and I think, like we said, we’re trying to limit the information right now because of the registration process that is ongoing right now.

But I’m sure it will come up when the time is right.

Tim Quinland — Mayo Capital — Analyst

Okay. Are you able to talk at all about sort of what you’re seeing in the fiber to prim or the G pon space, as far as what’s going on there. There’s a lot of press about what Verizon is doing in New York city, et cetera, or is that kind of off limits until something is resolved?

Noam Lotan — MRV Communications, Inc. — President, CEO

Generally it’s off limits but obviously the information on Verizon and their growth which is in the 23%, I believe, is public information, and, you know, we always — we have more and more employees that are becoming customers so we get firsthand experience here.

There are clearly, many, many other GPON and GEPON projects that are going on around the world, Japan, Korea, China and Europe, to name a few and we are involved in many of them.

Tim Quinland — Mayo Capital — Analyst

Okay. But yet we’ve been unable to really gain any insights into that segment of your business for the last two quarters as you’re kind of in limbo here.

Do you have a — sort of a — you know, a plan in place, particularly against a potential obligation to fulfill additional consideration as part of the original deal? I mean, how long is this going to kind of go on for? Do you know?

Noam Lotan — MRV Communications, Inc. — President, CEO

You know, I cannot be specific, only to say that this is a process that’s moving and I’m actually quite pleased with the progress, but I’m really not able to give you any further information on that.

Tim Quinland — Mayo Capital — Analyst

Okay. All right.

Noam Lotan — MRV Communications, Inc. — President, CEO

Sorry about that, Tim.

Tim Quinland — Mayo Capital — Analyst

Okay. Thanks, Noam, I appreciate it.

Noam Lotan — MRV Communications, Inc. — President, CEO

Thanks.

Exhibit 99.2-15

Thomson StreetEvents www.streetevents.com Contact Us 15

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Final Transcript

 Apr. 30. 2008 / 1:30PM PT, MRVC — Q1 2008 MRV Communications Earnings Conference Call

Operator

Thank you. That’s all the time we have for questions. I’d like to turn it back to management for closing remarks.

Noam Lotan — MRV Communications, Inc. — President, CEO

Thank you, operator. I want to thank everyone for being on the call today. We are happy with our first quarter performance, which certainly gave us a great start for the year and we anticipate continued success during 2008. And with that, I want to thank you and wish you a great afternoon. Thank you very much and we will see you on the next call. Thank you.

Operator

Thank you. Ladies and gentlemen, this does include the MRV communications first quarter and year ending 2008 financial earnings results conference call. You may now disconnect, and thank you for using AT&T Teleconferencing.

DISCLAIMER

Thomson Financial reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes.

In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies’ most recent SEC filings. Although the companies mayindicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized.

THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY’S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON FINANCIAL OR THE APPLICABLE COMPANY OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY’S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY’S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

© 2005, Thomson StreetEvents All Rights Reserved.

Exhibit 99.2-16

Thomson StreetEvents www.streetevents.com Contact Us 16

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.

Connectivity Unlimited(tm) 1st Quarter 2008 Financial Results Teleconference Connectivity Unlimited(tm)

Exhibit 99.2-17

Connectivity Unlimited(tm) Forward-Looking Statements This presentation contains statements regarding future financial and operating results of MRV, MRV's expected revenues and net income (loss) for the second quarter of 2008 that ends on June 30, 2008, management's belief that MRV is positioned to take advantage of key emerging industry trends and management's expectations regarding those trends, and other statements about management's future expectations, beliefs, goals, plans or prospects and those of the market segments in which MRV is engaged that are based on management's current expectations, estimates, forecasts and projections about MRV, as well as MRV's future performance and the industries in which MRV operates, in addition to managements' assumptions. These statements constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "envisions," "estimates," "targets," "intends," "plans," "believes," "seeks," "should," "forecasts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Actual results could differ materially because of the following factors, among others, which may cause revenues, gross margins and income (loss) to fall short of anticipated levels: vigorous competition relating to our entry into new markets or from our existing markets; market acceptance of new products; continued market acceptance of existing products and continued success in selling the products of other companies; product price discounts; the timing and amount of significant orders from customers; delays in product development and related product release schedules; obsolete inventory or product returns; warranty and other claims on products; technological shifts; the availability of competitive products at prices below MRV's prices; the continued ability to protect MRV's intellectual property rights; changes in product mix; maturing product life cycles; product sale terms and conditions; currency fluctuations; implementation of operating cost structures that align with revenue growth; the financial condition of MRV's customers and vendors; adverse results in litigation; the impact of legislative actions; higher insurance costs; potential new accounting pronouncements; the effects of terrorist activity and armed conflict; disruptions in general economic activity and changes in MRV's operations and security arrangements; the effects of travel restrictions and quarantines associated with major health problems, such as the Severe Acute Respiratory Syndrome, on general economic activity; decreases in corporate information technology spending or other changes in general economic conditions that affect demand for MRV's products. For further information regarding risks and uncertainties associated with MRV's businesses, please refer to the "Management's Discussion and Analysis of Results of Operations and Financial Condition" and "Risk Factors" sections of MRV's SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting MRV's investor relations department or at MRV's investor relations website at http://ir.mrv.com. All information in this presentation is as of April 30, 2008. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV's expectations.

Connectivity Unlimited(tm) MRV Speakers Introduction Anne-Marie Frisch Investor Relations Overview & Highlights Noam Lotan President and CEO Financial Review Guy Avidan CFO Q & A

Connectivity Unlimited(tm) Connectivity Unlimited(tm) 1st Quarter 2008 Financial Results Teleconference Overview & Highlights Noam Lotan President and Chief Executive Officer

Connectivity Unlimited(tm) Overview & Highlights In $ 000's

Connectivity Unlimited(tm) Connectivity Unlimited(tm) 1st Quarter 2008 Financial Results Teleconference Financial Review Guy Avidan Chief Financial Officer

Connectivity Unlimited(tm) Key Measures

Connectivity Unlimited(tm) Results of Operations

Connectivity Unlimited(tm) Network Equipment Group

Connectivity Unlimited(tm) Network Integration Group

Connectivity Unlimited(tm) Optical Components Group

Connectivity Unlimited(tm) Revenue Analysis by Geographical Region

Connectivity Unlimited(tm) Connectivity Unlimited(tm) 1st Quarter 2008 Financial Results Teleconference Q & A

Connectivity Unlimited(tm) Closing Thank You Connectivity Unlimited(tm) Connectivity Unlimited(tm)