8-K

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                       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 16, 1999



                            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)

            8943 FULLBRIGHT AVE
               CHATSWORTH, CA                                      91311
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER: (818)767-9044




       -------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)







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Item 5.  Other Events

         On February 16, 1999, MRV Communications, Inc. (the "Registrant")
issued a press release announcing the Registrant's year and fourth quarter
results. A copy of the press release with a description of the events reported
in this Form 8-K is attached as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

         99.1     Press Release dated February 16, 1999.
















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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: February 19, 1999


                                        MRV COMMUNICATIONS, INC.



                                        BY:    /s/ Edmund Glazer        
                                            ------------------------------------
                                               Edmund Glazer
                                               Executive Vice President Finance
                                               and Administration
                                               and Chief Financial Officer

















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EX-99.1

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EXHIBIT 99.1


FOR IMMEDIATE RELEASE

FEBRUARY 16, 1999



                   MRV REPORTS YEAR AND FOURTH QUARTER RESULTS

CHATSWORTH, Calif. MRV Communications, Inc., today reported its year end and
fourth quarter results for the period ending December 31, 1998.

Net sales for the fourth quarter were a record $74,833,000, compared with
$48,400,000 for the same period last year, an increase of 55%. Pro forma loss,
which excludes extraordinary and one-time items, was $2,347,000 or $0.09 per
diluted share, compared with net income of $7,111,000 or $0.25 per diluted share
for the fourth quarter of 1997.

Net sales for the year ended December 1998 were $264,075,000, compared with
$165,471,000 for 1997, an increase of 60%. Pro forma net income for 1998, which
excluded extraordinary and one-time items, was $14,869,000 or $0.53 per diluted
share, compared with net income of $22,585,000 or $0.88 per diluted share for
1997.

Actual net income for the fourth quarter, including extraordinary and one time
items, was $239,000 or $0.01 per diluted share compared to net income of
$7,111,000 or $0.25 per diluted share for the fourth quarter of 1997.

Actual loss for the year, including the extraordinary and one-time items, was
$20,106,000 or $0.76 per diluted share compared to net income of $22,585,000 or
$0.88 per diluted share for 1997.

Noam Lotan, President and CEO, commented, "While the fourth quarter presented
extraordinary challenges it appears that we are emerging from a period of
sustained downward pressure on margins. Prices on networking products, while
continuing to decline, are finding a more stable environment which could lead to
improvements. However, during the next two quarters such improvements are not
anticipated to be significant. Essential to improving margins will be the
following:

o    Successful market acceptance of a new suite of networking devices with
     advanced feature sets and improved cost structures. Principal among these
     are new desktop and workgroup switching products, the Accelerouter
     introduced at the ComNet show in January, and the Fiber Driver introduced
     in the fourth quarter.

o    Enhancement of our manufacturing capabilities, especially with regard to
     the optical components business where we have incurred higher than normal
     production costs in the face of a surprisingly strong ramp up in orders."






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Lotan continued, "As our optical component business continues to grow, MRV
becomes one of the most vertically integrated optical networking companies in
the market. Ultimately our success will depend on our ability to transmit,
route, and manage light moving through a fiber optic network."

Although MRV reported its first, second, and third quarter results of 1998 in
accordance with established accounting practice and valuations of acquired
purchased technology in progress provided by independent valuators, these
valuations have been reconsidered in light of very recent Securities and
Exchange Commission guidance regarding valuation methodology.

Based on this new valuation methodology, the value of the purchased technology
in progress related to the Xyplex acquisition was reduced to $20,633,000 and the
amount of intangible assets was increased by $9,938,000.

This release may contain projections or other forward-looking statements
regarding future events or the future financial performance of the Company that
involve risks and uncertainties. Readers are cautioned that these statements are
only predictions and may differ materially from actual future events or results.
Readers are referred to the documents filed by MRV with the SEC, specifically
the most recent reports on Form 10-K and 10-Q which will be amended for all 1998
quarters, and which identify important risk factors that could cause actual
results to differ from those contained in the forward-looking statements,
including risks associated with dependence on new product offerings,
competition, patents, intellectual property and licensing, future growth, rapid
technological and market change, manufacturing and sourcing risks, international
operations, volatility of stock price, financial risk management, and potential
volatility in operating results, among others.


MRV Communications, Inc. is a leading manufacturer and marketer of optical
networks systems and components. MRV's products integrate switching, routing,
remote access and fiber optic transmission systems. The Company designs,
manufactures and sells two groups of products: (i) computer networking products,
primarily Ethernet local area network ("LAN") routing switches, wide area
network ("WAN") and remote access devices and related equipment and (ii) fiber
optic components for the transmission of voice, video and data across
enterprise, telecommunications and cable TV networks. The Company's advanced
networking solutions greatly enhance the functionality of LANs and WANs by
reducing network congestion while allowing end users to preserve their legacy
investments in pre-existing networks and providing cost-effective migration
paths to next generation technologies such as Gigabit Ethernet, remote access
and voice over IP. The Company's fiber optic components incorporate proprietary
technology which delivers high performance under demanding environmental
conditions.


Contact:
Investor Relations
Diana Hayden (818) 886-6782




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