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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-C

                Report by Issuer of Securities Quoted on NASDAQ

                          Interdealer Quotation System

                  Filed pursuant to Section 13 or 15(d) of the

                Securities Exchange Act of 1934 and Rule 13a-17

                              or 15d-17 thereunder

                            MRV Communications, Inc.
                 (Exact name of issuer as specified in charter)

                             8917 Fullbright Avenue
                          Chatsworth, California 91311
                    (Address of principal executive office)

Issuer's telephone number, including area code:  (818) 773-9099

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1.  Title of security:  Common Stock, $.01 par value per share. (Changing to
                        Common Stock, $.0067 par value per share.)


2.  Number of shares outstanding before the change:   9,828,258
                                                      ---------
3.  Number of shares outstanding after the change:   19,656,516
                                                     ----------  
4.  Effective date of change:  July 29, 1996.

5.  Method of change:
                          2-for-1 forward stock split.

    Give a brief description of transaction:
        
                On July 11, 1996, stockholders approved an amendment to the
                Company's Certificate of Incorporation of MRV Communications,
                Inc., which, among other things, effects a 2-for-1 stock split
                of outstanding Common Stock. The record date for the stock split
                was July 29, 1996 and the distribution date is July 31, 1996.

                          II. CHANGE IN NAME OF ISSUER

Not applicable

Date: July 30, 1996.



                                        MRV COMMUNICATIONS, INC.



                                        by: /s/ EDMOND GLAZER 
                                           -----------------------------        
                                            Edmond Glazer,
                                            Chief Financial Officer