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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 23, 1998


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


          Delaware                   0-25678                 06-1340090
(State or other jurisdiction       (Commission             (IRS Employer
     of incorporation)             File Number)           Identification No.)


                  8943 Fullbright Avenue, Chatsworth, CA 91311
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code:(818) 767-9044


                  8917 Fullbright Avenue, Chatsworth, CA 91311
         (Former name or former address, if changed since last report.)




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ITEM 5.   OTHER EVENTS

Pursuant  to  Rule  135c(d),  the  Registrant  has  attached  a  notice  made in
contemplation of Rule 135c under the Securities Act of 1933.








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                                   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 26, 1998                        MRV COMMUNITCATIONS, INC.



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






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                    MRV Agrees to Sell $100 Million of its 5
                     Percent Convertible Subordinated Notes


CHATSWORTH,  Calif.--(BUSINESS  WIRE)--June 23,  1998--MRV  Communications  Inc.
(Nasdaq/NM:MRVC) Tuesday announced that it has entered into an agreement to sell
$100 million of its 5 percent convertible  subordinated notes due 2003 in a 144A
Private Placement within the United States to qualified institutional investors,
and outside the United States to non-U.S. investors.

The offering is expected to close on June 26, 1998.  The company has granted the
initial  purchasers  a 30-day  option to purchase an  additional  $15 million of
notes to cover overallotments, if any.

The notes will be  convertible  into common stock of the company at a conversion
price of $27.0475 per share  (equivalent to a conversion  rate of  approximately
36.97  shares per $1,000  principal  amount of notes),  representing  an initial
conversion  premium of 24  percent,  for a total of  approximately  3.7  million
shares of common  stock of the company  (approximately  4,252,000  shares if the
initial purchasers' overallotment option is exercised in full).

The notes have a  five-year  term and will not be  callable  for the first three
years.

This  announcement  is neither an offer to sell nor a solicitation to buy any of
these securities.

The securities to be offered will not be registered  under the Securities Act of
1933, as amended (the  "Securities  Act"),  or any state  securities  laws,  and
unless so  registered,  may not be offered or sold in the United  States  except
pursuant  to an  exemption  from,  or  in a  transaction  not  subject  to,  the
registration  requirements of the Securities Act and applicable state securities
laws.






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