SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

MRV COMMUNICATIONS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

MRV COMMUNICATIONS, INC.
20415 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311

DEAR STOCKHOLDER:

You are cordially invited to attend the Annual Meeting of Stockholders
of MRV Communications, Inc. (the "Company") to be held on Thursday, December 12,
2002, at 9:00 a.m. at the offices of our wholly owned subsidiary, Luminent,
Inc., 20550 Nordhoff St., Chatsworth, CA 91311.

At the Annual Meeting, you will be asked to: elect six directors of the
Company and ratify the selection of Ernst & Young LLP as the Company's
independent accountants.

Details of the matters to be considered at the Annual Meeting are
contained in the accompanying Proxy Statement that we urge you to consider
carefully. We are also pleased to offer you the opportunity to receive future
stockholder communications electronically. By signing up for electronic
delivery, you can receive stockholder communications faster and can help us
reduce our printing and mailing costs. For more information, see "Electronic
Delivery of Stockholder Communications" on page 2 of the accompanying Proxy
Statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SUBMIT
YOUR VOTE USING ONE OF THE VOTING METHODS DESCRIBED IN THE ATTACHED MATERIALS.
SUBMITTING YOUR VOTING INSTRUCTIONS BY ANY OF THESE METHODS WILL NOT AFFECT YOUR
RIGHT TO ATTEND THE MEETING AND VOTE IN PERSON SHOULD YOU SO CHOOSE.

Sincerely,

/s/ Noam Lotan

Noam Lotan
President and Chief Executive Officer

MRV COMMUNICATIONS, INC.
20415 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MRV
Communications, Inc. (the "Company"), a Delaware corporation, will be held on
Thursday, December 12, 2002 at 9:00 a.m. at the offices of our wholly owned
subsidiary, Luminent, Inc., 20550 Nordhoff St., Chatsworth, CA 91311 and
thereafter as it may be adjourned from time to time.

At the Meeting the Stockholders will be asked:

1. To elect six members of the Board of Directors, all of whom currently
serve as Directors, to serve for the ensuing year;

2. To ratify the selection of Ernst & Young LLP as independent
accountants for the Company for the fiscal year ending December 31, 2002; and

3. To consider and act upon any matters incidental to the foregoing and
any other matters which may properly come before the meeting or any adjournment
or adjournments thereof.

The Board of Directors has fixed the close of business on November 1,
2002 as the record date for the determination of Stockholders entitled to notice
of and vote at the meeting and any adjournment or adjournments thereof.

WE HOPE THAT ALL STOCKHOLDERS WILL BE ABLE TO ATTEND THE MEETING IN
PERSON. IN ORDER TO ASSURE THAT A QUORUM IS PRESENT AT THE MEETING, PLEASE
SUBMIT YOUR VOTE USING ONE OF THE VOTING METHODS DESCRIBED IN THE ATTACHED
MATERIALS. SUBMITTING YOUR VOTING INSTRUCTIONS BY ANY OF THESE METHODS WILL NOT
AFFECT YOUR RIGHT TO ATTEND THE MEETING AND VOTE IN PERSON SHOULD YOU SO CHOOSE.

By Order of the Board of Directors

/s/ Shlomo Margalit
Shlomo Margalit
Secretary

Chatsworth, California
November 12, 2002

MRV COMMUNICATIONS, INC.
20415 NORDHOFF STREET
CHATSWORTH, CALIFORNIA 91311

PROXY STATEMENT

NOVEMBER 12, 2002

The enclosed Proxy is solicited by the Board of Directors of MRV
Communications, Inc. (the "Company"), a Delaware corporation, for use at the
Annual Meeting of Stockholders to be held at the offices of our wholly owned
subsidiary, Luminent, Inc., 20550 Nordhoff St., Chatsworth, CA 91311, at 9:00
a.m. on Thursday, December 12, 2002, and at any adjournment or adjournments
thereof.

Stockholders of record at the close of business on November 1, 2002 (the
"Record Date") will be entitled to vote at the meeting or any adjournment
thereof. On the Record Date, 94,453,402 shares of Common Stock, $.0017 par value
("Common Stock"), of the Company were issued and outstanding. There are no other
voting securities of the Company. Each share entitles the holder to one vote
with respect to all matters submitted to stockholders at the meeting. A quorum
for the meeting is a majority of the shares outstanding.

If your shares are treated as a broker non-vote or abstention, your
shares will be included in the number of shares represented for purposes of
determining whether a quorum is present. Abstentions will also be counted as
shares present and entitled to be voted. Broker non-votes, however, are not
counted as shares present and entitled to be voted with respect to the matters
that the broker has not expressly voted. Thus, broker non-votes will not affect
the outcome of any of the matters being voted upon at the meeting.

If your shares are held in a brokerage account or by another nominee,
you are considered the "beneficial owner" of shares held in "street name," and
these proxy materials are being forwarded to you by your broker or nominee (the
"record holder") along with a voting instruction card. As the beneficial owner,
you have the right to direct your record holder how to vote your shares, and the
record holder is required to vote your shares in accordance with your
instructions. If you do not give instructions to your record holder, the record
holder will be entitled to vote the shares in its discretion on Proposal 1
(Election of Directors) and Proposal 2 (Ratification of Independent
Accountants).

As the beneficial owner of shares, you are invited to attend the annual
meeting. Please note, however, that if you are a beneficial owner, you may not
vote your shares in person at the meeting unless you obtain a "legal proxy" from
the record holder that holds your shares.

If you are a beneficial owner of shares, you can vote your shares using
one of the following methods:

- Vote through the Internet at www.proxyvote.com

- Vote by telephone using the toll-free number shown on the proxy card

- Complete and return a written proxy card

Votes submitted through the Internet or by telephone must be received by
11:59 p.m., Eastern Time, on December 11, 2002. Internet and telephone voting
are available 24 hours a day, and if you use one of those methods, you do not
need to return a proxy card.

You can also vote in person at the meeting, and submitting your voting
instructions by any of the methods mentioned above will not affect your right to
attend the meeting and vote.

Submitting a Proxy by any of the above methods will not in any way
affect your right to attend the meeting and vote in person. The Proxy may be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company prior to the Annual Meeting or by appearing at the
Annual Meeting and voting in person. The shares represented by all properly
submitted Proxies received in time for the meeting will be voted as specified
therein. In the absence of a special choice, shares will be voted in favor of
the election of those persons named in this Proxy Statement as Directors and in
favor of the ratification of Ernst & Young LLP as the Company's independent
accountants for the year ending December 31, 2002.

The cost of soliciting proxies will be borne by the Company. The Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares of their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers and employees, without compensation, personally or by
telephone, telegram, letter, facsimile or e-mail.

The Directors and executive officers of the Company as a group owned
approximately 5.0% of the outstanding shares of Common Stock of the Company at
the Record Date. Each of the Directors and executive officers has indicated his
intent to vote all shares of Common Stock owned by him in favor of each item set
forth herein.

The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote may be taken, such shares represented by all Proxies received by the Board
of Directors will be voted with respect thereto in accordance with the judgment
of the persons named as attorney in the Proxies.

Portions of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 containing audited consolidated financial statements and other
information is being furnished with this Proxy Statement to all stockholders
entitled to vote. The information extracted from the Annual Report on Form 10-K
does not form any part of the Company's proxy solicitation material.

A COMPLETE COPY OF THE COMPANY'S FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2001 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (WITHOUT EXHIBITS)
CAN BE OBTAINED BY STOCKHOLDERS (INCLUDING BENEFICIAL HOLDERS OF THE COMPANY'S
COMMON STOCK) WITHOUT CHARGE UPON WRITTEN REQUEST TO MRV COMMUNICATIONS, INC.,
20415 NORDHOFF STREET, CHATSWORTH, CA 91311, ATTN: INVESTOR RELATIONS.

This Proxy Statement and the accompanying Proxy were first mailed to
Stockholders on or about November 12, 2002.

ELECTRONIC DELIVERY OF STOCKHOLDER COMMUNICATIONS

The Company's Proxy Statement, the accompanying President's letter to
our stockholders and the portions of the Annual Report on Form 10-K and the
complete version of the Company's Annual Report on Form 10-K are available
electronically. As an alternative to receiving printed copies of these or
similar materials in future years, you may elect to receive and access them
electronically. By signing up for electronic delivery, you can receive
stockholder communications as soon as they are available without waiting for
them to arrive in the mail. You can also reduce the number of bulky documents in
your personal files, eliminate duplicate mailings, conserve natural resources
and help us reduce our printing and mailing costs.

If you are a beneficial owner of shares, to sign up for electronic
delivery, please vote via the Internet at www.proxyvote.com and, when prompted,
indicate that you agree to receive or access stockholder communications
electronically in future years. If you are a record holder, you may enroll to
receive stockholder communications electronically in the future by accessing the
website www.investpower.com. If you have any questions about electronic
delivery, please contact the Company's Investor Relations Department at (818)
886-6782 or ir@mrv.com.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, the number of
shares of the Company's Common Stock owned by (i) each Director, (ii) all
Directors, Director nominees and current executive officers as a group, (iii)
each person known by the Company to own beneficially 5% or more of the Common
Stock and (iv) the Company's Chief Executive Officer and the Company's four
other most highly compensated executive officers receiving more than $100,000 in
total compensation for the year ended December 31, 2001 (collectively the "Named
Executive Officers"). Except as otherwise indicated, the stockholders listed in
the table below have sole voting and investment powers with respect to the
shares indicated.

COMMON STOCK
------------------------------
PERCENTAGE
NAME AND ADDRESS(1) OF BENEFICIAL OWNER(2) OR IDENTITY OF GROUP NUMBER OF SHARES OWNERSHIP
- --------------------------------------------------------------- ---------------- ----------

Shlomo Margalit 3,215,660 3.3%
Noam Lotan 1,495,424(3) 1.6%
Edmund Glazer 298,000(4) *
William R. Spivey 2,380,315(8) 2.5%
Guy Avidon 48,000(5) *
Igal Shidlovsky 127,200(6) *
Guenter Jaensch 82,000(5) *
Professor Daniel Tsui 36,000(5) *
Professor Baruch Fischer 36,000(5) *
All executive officers and directors as a group 5,040,284(7) 5.1%

- ----------
* Less than 1%

(1) Except as noted below, the address of each of the persons listed is c/o
MRV Communications, Inc., 20415 Nordhoff Street, Chatsworth, CA 91311.

(2) Pursuant to the rules of the Securities and Exchange Commission, shares
of Common Stock that an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person shown in the table.

(3) Includes 19,000 shares issuable pursuant to stock options exercisable
within 60 days of November 1, 2002.

(4) Mr. Glazer, MRV's Vice President of Finance and Administration and Chief
Financial Officer was killed on September 11, 2001 in the World Trade
Center terrorist attacks. The number of shares reflected in the table
consists of 30,000 shares held in his estate and options exercisable by
his estate within 60 days of November 1, 2002.

(5) Consists of shares issuable upon exercise of stock options within 60
days of November 1, 2002.

(6) Includes 122,900,000 shares issuable upon exercise of stock options
within 60 days of November 1, 2002.

(7) Includes 343,900 shares issuable upon exercise of stock options within
60 days of November 1, 2002.

(8) Consists of shares issuable upon exercise of stock options with exercise
prices ranging from $14.53 to $32.56 within 60 days of November 1, 2002.
Assumes no change in the information since September 12, 2001, the date
of Dr. Spivey's termination with the Company.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Directors of the Company are elected annually and hold office until
the next annual meeting of stockholders and until their successors shall have
been elected and shall have qualified. The number of directors currently fixed
as the authorized number of directors of the Company is six. In general,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority vote of the Directors
then in office. Shares represented by all Proxies received by the Board of
Directors and not so marked as to withhold authority to vote for an individual
Director, or for all Directors, will be voted (unless one or more nominees are
unable or unwilling to serve) for the election of the nominees named below. The
Board of Directors does not know of any reason why any such nominee should be
unwilling to serve, but if such should be the case, proxies will be voted for
the election of some other person or for fixing the number of Directors at a
lesser number.

The following table sets forth the year each nominee first became a
Director and the positions presently held by each nominee with the Company. For
information about ownership of the Company's Common Stock by each nominee, see
"Security Ownership of Certain Beneficial Owners and Management."

Year
Became a
Name Director Position
---- -------- --------

Noam Lotan(1)................ 1990 President, Chief Executive Officer,
and Director

Shlomo Margalit(1)........... 1988 Chairman of the Board of Directors,
Chief Technical Officer and Secretary

Dr. Igal Shidlovsky(2)(3).... 1997 Director

Dr. Guenter Jaensch(2)(3).... 1997 Director

Professor Daniel Tsui(3)..... 1999 Director

Professor Baruch Fischer..... 1999 Director

- ----------
(1) Member of the Executive Committee.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee. Professor Tsui became a member of the Audit
Committee in 2001.

Each director is elected for a period of one year and serves until the
stockholders duly elect his successor. Officers are elected by and serve at the
discretion of the Board of Directors.

Noam Lotan, 50, has been the President, Chief Executive Officer and a
Director of the Company since May 1990 and became Chief Financial Officer of the
Company in October 1993, in which position he served until June 1995. From March
1987 to January 1990, Mr. Lotan served as Managing Director of Fibronics (UK)
Ltd., the United Kingdom subsidiary of Fibronics International Inc.
("Fibronics"), a manufacturer of fiber optic communication networks. The Company
purchased the Fibronics business in September 1996. From January 1985 to March
1987, Mr. Lotan served as a Director of European Operations for Fibronics. Prior
to such time, Mr. Lotan held a variety of sales and marketing positions with
Fibronics and Hewlett-Packard. Mr. Lotan holds a Bachelor of Science degree in
Electrical Engineering from the Technion, the Israel Institute of Technology,
and a Masters degree in Business Administration from INSEAD (the European
Institute of Business Administration, Fontainebleau, France).

Dr. Shlomo Margalit, 61, a founder of the Company, has been Chairman of
the Board of Directors and Chief Technical Officer since the Company's inception
in July 1988. From May 1985 to July 1988, Dr. Margalit served as a founder and
Vice President of Research and Development for LaserCom, Inc. ("LaserCom"), a
manufacturer of semiconductor lasers. From 1982 to 1985, Dr. Margalit served as
a Senior Research Associate at the California Institute of Technology
("Caltech"), and from 1976 to 1982, a Visiting Associate at Caltech. From 1972
to 1982, Dr. Margalit served as a faculty member and Associate Professor at the
Technion. During his tenure at the Technion, Dr. Margalit was awarded the
"Israel Defense" prize for his work in developing infrared detectors for heat
guided missiles and the David Ben Aharon Award for Novel Applied Research. Dr.
Margalit holds a Bachelor of Science degree, a Masters degree and a Ph.D. in
Electrical Engineering from the Technion.

Dr. Igal Shidlovsky, 66, became a Director of the Company in May 1997.
Dr. Shidlovsky serves as Managing Director of Global Technologies, an investment
and consulting

organization, which he founded in 1994. He has extensive management and
consulting experience with international companies and start up technology
companies. From 1982 to 1991, Dr. Shidlovsky was a Director of Sentex Sensing
Technologies. Dr. Shidlovsky held several executive positions including Vice
President Corporate Development at Siemens Pacesetter, a division of Siemens AG
Medical Group, Director of Strategic Planning and Technology Utilization, and
Director of the Microelectronics Department at Siemens Corporate Research. From
1969 to 1982 he was with RCA Laboratories, a leading electronic R&D
organization. Dr. Shidlovsky holds a Bachelor of Science degree in Chemistry
from the Technion and Master and Ph.D. degrees from the Hebrew University in
Israel. Dr. Shidlovsky became a director of Luminent, Inc., MRV's 92.3% publicly
traded subsidiary in September 2001.

Dr. Guenter Jaensch, 64, became a Director of the Company in December
1997. Dr. Jaensch serves as President of Jaensch Enterprises, a firm engaged in
management and project consulting, and serves as Chairman of the Board for
Biophan Technologies, Inc. For over 20 years, he held executive positions with
Siemens or its subsidiaries in Europe and the United States. Among his
assignments were service as President of Siemens Communications Systems, Inc.;
President and Chairman of Siemens Corporate Research and Support, Inc.; Chairman
and Chief Executive Officer at Siemens Pacesetter, Inc.; and head of the Cardiac
Arrhythmia Division of Siemens AG Medical Group. Dr. Jaensch also served as
Director of Siemens Accounting and Budgeting operations and as controller of
Siemens Data Processing Group. Dr. Jaensch holds a Masters degree in Business
Administration and Ph.D. degree in Business and Finance from the University of
Frankfurt; he also taught business for three years at the University of
Frankfurt.

Professor Daniel Tsui, 63, is the Arthur Le Grand Doty Professor of
Electrical Engineering at Princeton University and was awarded the 1998 Nobel
prize in Physics for the discovery and explanation of the fractional quantum
Hall effect. Professor Tsui was a recipient of the American Physical Society
1984 Buckley Prize, the 1998 Benjamin Franklin Medal and was elected to the
National Academy of Sciences. He is a fellow of the American Physical Society
and the American Association for the Advancement of Science. He is currently
engaged in research activity relating to properties of thin films and
microstructures of semiconductors and solid state physics. He received his Ph.D.
in physics from the University of Chicago in 1967 and for 13 years was with Bell
Laboratories before joining Princeton University, where he spent the last 20
years.

Professor Baruch Fischer, 51, currently serves as Dean of the Electrical
Engineering Faculty at the Technion. Professor Fischer's current Research
Activities include solid state devices, lasers and optical amplifiers; WDM
technology; fiber gratings; "all optical" networks; non-linear effect in fiber,
wave mixing; and optical computing, optical data storage and optical image
processing. He has authored or co-authored approximately 180 papers and holds
several patents in the field of optics and opto-electronics. He received his
Ph.D. from Bar-Ilan University, Israel in 1980. He subsequently became a
Post-Doctorate Fellow at CalTech and joined the faculty of the Technion in 1983.

None of the persons nominated to serve as Directors of the Company are
related by blood, marriage or adoption to any of the Company's Directors or
executive officers. The Board of Directors met four times during 2001, including
telephonic meetings. Each of the Directors attended at least 75 percent of the
meetings of the Board of Directors and the committees on which he served during
the year ended December 31, 2001.

The Compensation Committee, composed of Drs. Shidlovsky and Jaensch,
held four meetings during 2001. The Compensation Committee's functions include
making recommendations to the Board of Directors concerning the compensation of
officers and employees. The Company does not have a standing nominating
committee of the Board of Directors or a committee performing similar functions.

The Executive Committee, which, during 2001, consisted of Mr. Lotan and
Dr. Margalit held four meetings during 2001. The Executive Committee is
empowered to take any action that the Board of Directors is authorized to act
upon, with the exception of the issuance of stock, the sale of all or
substantially all of the Company's assets and other significant corporate
transactions.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth a summary of all compensation paid by the
Company to its Chief Executive Officer and for each of its other executive
officers whose total annual salary and bonus exceeded $100,000 (the "Named
Executive Officers") during the fiscal year ended December 31, 2001:

Long-term
Compensation
Securities
Underlying - All other
Year Salary Bonus Options(#) Compensation
---- -------- ------- ------------- ------------

Noam Lotan 2001 $100,000 $ -- 98,000 $ --
President and Chief Executive Officer 2000 $100,000 $ -- -- --
1999 $100,000 $ -- -- --

Shlomo Margalit 2001 $110,000 $ -- -- --
Chairman of the Board of Directors, 2000 $110,000 $ -- -- --
Chief Technical Officer and Secretary 1999 $110,000 $ -- -- --

Edmund Glazer(1) 2001 $140,000 $ -- 130,000 $ --
Vice President of Finance and Administration and 2000 $140,000 $ -- 40,000 --
Chief Financial Officer 1999 $140,000 $ -- 60,000 --

William R Spivey(2) 2001 $199,574(3) $90,000 2,064,000(4) $400,000(5)
President and Chief Executive Officer 2000 $138,000 $90,000 316,315 $ 48,682(6)
of Luminent, Inc 1999 N/A N/A N/A N/A

Guy Avidon 2001 $125,000 $ -- -- $
Vice President and General Manager 2000 $125,000 $39,000 -- --
MRV International 1999 $102,000 $39,000 -- --

- ----------

(1) Mr. Glazer was killed in the air crash of American Airlines Flight 11 into
North Tower of the World Trade Center on September 11, 2001. The table
includes salary paid and options granted to Mr. Glazer's wife following his
death.

(2) Dr. Spivey joined Luminent in July 2000 and resigned in September 2001.

(3) Consists of regular salary of $177,115, vacation pay of $19,924 and payment
for personal time of $2,535.

(4) In connection with the short-form merger of Luminent, which was completed on
December 28, 2001, MRV agreed to assume the outstanding options to purchase
shares of Luminent, adjusted for the exchange ratio of 0.43 of a share of
MRV common stock for each outstanding share of Luminent common stock MRV
did not own prior to the merger. The options reflected in the table for Dr.
Spivey for 2001 are the number of MRV shares issuable to Dr. Spivey as the
result of MRV assumption of Dr. Spivey's outstanding Luminent options on
December 28, 2001.

(5) Consists of severance compensation paid in 2001.

(6) Consists of a reimbursement of legal fees Dr. Spivey incurred in 2000 in
connection with the negotiation of his employment contract.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides certain information regarding stock option
grants made to the Named Executive Officers in the year ended December 31, 2001.

Percent Potential realizable value
Number of of total at assumed annual rate
securities options of stock appreciation
underlying granted to for option term
options employees Exercise Expiration --------------------------
Name granted in 2001 price($/sh) Date 5%(1) 10%(1)
- ----------------- ---------- ---------- ------------ ---------- ------- --------

Noam Lotan 18,000 1.3 $ 12.00 1/8/2007 $73,461 $166,657
80,000 5.9 $ 2.70 9/20/2007 $73,461 $166,657
Shlomo Margalit -- -- -- -- -- --
Edmund Glazer(2) 20,000 1.5 $ 12.00 9/12/2004 $47,231 $101,057
30,000 2.2 $ 5.38 9/12/2004 $29,561 $ 62,899
80,000 (2) $ 2.70 9/12/2004 $27,392 $ 56,888
William R. Spivey 2,064,000 (3) $14.534883 9/11/2003 (4) (4)
Guy Avidon -- -- -- -- -- --

- -------------
(1) The dollar amounts under these columns are the result of calculations
assuming the price of MRV's common stock on the date of the grant of the
option (or, in the case of Dr. Spivey, on December 28, 2001, when MRV agreed
to assume outstanding Luminent options by converting them into in options to
purchase MRV common stock adjusted for the 0.43 exchange ratio) increases at
the hypothetical 5% and 10% rates set by the SEC for the term of the option.
Neither the amounts reflected nor the rates applied are intended to forecast
possible future appreciation, if any, of the Company's stock price.

(2) Mr. Glazer was killed on September 11, 2001. The table includes options
granted to Mr. Glazer's wife following his death. Options reflected for Mr.
Glazer at December 31, 2001 are beneficially owned by his estate or wife.
Options granted to Mrs. Glazer after Mr. Glazer's death are not included in
the calculation of total options granted to MRV employees during 2001.

(3) In connection with the short-form merger of Luminent, which was completed on
December 28, 2001, MRV agreed to assume the outstanding options to purchase
shares of Luminent, adjusted for the exchange ration of 0.43 of a share of
MRV common stock for each outstanding share of Luminent common stock MRV
did not own prior to the merger. Accordingly, these options were not part of
the total options granted to MRV employees during 2001.

(4) The potential realizable value of these options, calculated by assuming that
the market price of MRV's common stock on December 28, 2001 (the date MRV
assumed Dr. Spivey's Luminent options) appreciates at the 5% and 10% rates
set by the SEC for the term of the options, minus the exercise price of
these options, is less than zero.

FISCAL YEAR END OPTION VALUES

No options were exercised by any of the Named Executive Officers during
the year ended December 31, 2001. The following table provides certain
information concerning MRV stock options and held by the Named Executive
Officers at December 31, 2001.

Number of shares
underlying unexercised Value of unexercised
options at in-the money options at
December 31, 2001 December 31, 2001(1)
---------------------------- ----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Noam Lotan 12,000 98,000 $ 21,540 $137,600
Shlomo Margalit -- -- -- --
Edmund Glazer(2) 268,000 -- $313,510 $ --
William R. Spivey 2,380,315 -- -- --
Guy Avidon 36,000 24,000 $ 64,620 $ 43,080

- ----------
(1) Based on difference between the closing price of MRV common stock on
December 31, 2001 and the exercise price.

EMPLOYMENT AGREEMENTS

In March 1992, MRV entered into three-year employment agreements with
Mr. Lotan and Dr. Margalit. Upon expiration, these agreements automatically
renew for one-year terms unless either party terminates them by giving the other
three months' notice of non-renewal prior to the expiration of the current term.
Pursuant to the agreements, Mr. Lotan serves as President, Chief Executive
Officer and a Director of MRV and Dr. Margalit serves as Chairman of the Board
of Directors, Chief Technical Officer and Secretary. Mr. Lotan and Dr. Margalit
receive base annual salaries of $100,000 and $110,000, respectively, and each is
entitled to receive a bonus determined and payable at the discretion of the
board of directors upon the recommendation of the Compensation Committee of the
Board. Recommendations with respect to bonus levels are based on achievement of
specified goals, such as new product introductions, profitability levels,
revenue goals, market expansion and other criteria as established by the
Compensation Committee. Effective January 1, 2002, Mr. Lotan's salary was
increased to $150,000 per year.

In July 2000, MRV and its subsidiary, Luminent, entered into a four-year
employment agreement with Dr. William R. Spivey, Luminent's former President and
Chief Executive Officer. Under the agreement, Luminent agreed to pay to Dr.
Spivey an annual salary of $300,000 with a bonus targeted at $75,000 for 2000
and at $150,000 for the following years as determined at the discretion of our
board of directors. MRV granted Dr. Spivey an option to purchase 316,315 shares
of MRV common stock exercisable at $32.56 per share for five years. Luminent
granted to Dr. Spivey an option to purchase 4,800,000 shares of Luminent common
stock at an exercise price of $6.25 per share. Dr. Spivey's option to purchase
MRV common stock was fully exercisable as of the date of grant, and his option
to purchase Luminent common stock vested in annual installments of 25%,
beginning on July 11, 2000, provided, however, that in the event his employment
was terminated other than for cause he was entitled to receive from the date of
termination over a one year period an amount equal to two times the sum of his
annual salary plus bonus and all of his unvested Luminent options will
automatically vest and become exercisable. Dr. Spivey's resignation on September
12, 2001 was considered by the parties to be a termination other than for cause
under his employment agreement entitling him to the severance benefits of his
employment agreement therefor. The salary and bonus portion of Dr. Spivey's
severance compensation totals $900,000, and is payable in 24 equal installments
of $37,500 each beginning on or about October 1, 2001, in accordance with the
payroll cycles of Luminent and MRV and continuing through September, 2002. As a
consequence of Dr. Spivey's resignation, his MRV and Luminent options are now
exercisable through September 11, 2003. On December 28, 2001, MRV completed the
short-form merger of Luminent. Former Luminent stockholders whose shares were
converted in the merger are entitled to receive 0.43 of share of MRV common
stock for each share of Luminent common stock owned at the time of the merger.
In addition, MRV assumed in the merger options to purchase Luminent common stock
that were outstanding and accordingly, Dr. Spivey's Luminent stock options were
converted into options to purchase 2,064,000 shares of MRV common stock,
exercisable at $14.534883 per share until September 11, 2003.

Each officer also receives employee benefits, such as vacation, sick pay
and insurance, in accordance with MRV's policies, which are applicable to all
employees. MRV has obtained, and is the beneficiary of, key man life insurance
policies in the amount of $1,000,000 on the lives of each of Drs. Margalit and
Mr. Lotan. All benefits under these policies will be payable to MRV upon the
death of an insured.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the SEC
initial reports of beneficial ownership and reports of changes in beneficial
ownership of Common Stock and other equity securities of the Company. Directors,
executive officers and 10% or greater stockholders are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

The Company believes, based solely on a review of the copies of such
reports furnished to the Company, that each report required of the Company's
executive officers, directors and 10% or greater stockholders was duly and
timely filed during the year ended December 31, 2001, except for a Form 3 of
Shay Gonen and one Form 4 by each of Shlomo Margalit and Noam Lotan. The Form 3
filed late by Mr. Gonen did not report any ownership of our shares but reported
the grant of stock options exempt from Section 16(b) of the Exchange Act
pursuant to Rule 16b-3 under the Exchange Act. The Form 4 filed late by Dr.
Margalit reported four open market sales of an aggregate of 6,400 shares of our
common stock during August 2001. The Form 4 filed late by Mr. Lotan reported
five open market sales of an aggregate of 3,150 shares of our common stock
during August 2001.

COMPENSATION OF OUTSIDE DIRECTORS

Outside directors, i.e., directors who are not employees of MRV, receive
cash compensation of $800 per month and $500 for each board of directors'
meeting attended, while serving as Directors. The following table sets forth
stock options granted to our outside directors during 2001:

No. shares
covered
Name by options
--------------------------- ----------

Dr. Igal Shidlovsky 67,300
Dr. Guenter Jaensch 60,000
Professor Daniel Tsui 60,000
Professor Baruch Fischer 60,000

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has ever been an
officer or employee of MRV. None of MRV's executive officers has served or
currently serves on a board of directors or on a compensation committee of any
other entity that had officers who served on MRV's board of directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 1998, MRV and Zaffire, Inc. (formerly New Access Communications,
Inc.) entered into a Securities Purchase Agreement, under which MRV purchased
for $950,000 shares of the capital stock of Zaffire equal to approximately 19%
of the capital stock of Zaffire then outstanding and warrants to purchase
additional capital stock of Zaffire, which, if fully exercised for an aggregate
of $2,050,000, MRV would own an aggregate of approximately 60% of Zaffire's
capital stock (when the shares purchased upon exercise of the warrants were
added to MRV's existing stake in Zaffire). The warrants were exercisable in two
installments (provided the first installment was exercised) by July 1, 1999 and
January 4, 1999, respectively. These warrants were fully exercised in 1999. In
May 2000, MRV, along with 36 other accredited investors, and Zaffire entered
into a Series C Preferred Stock Purchase Agreement under which MRV purchased for
$5,000,000 shares of Series C Preferred Stock of Zaffire. At September 30, 2001,
MRV had an approximate 22% ownership interest in Zaffire.

Zaffire was engaged in the development of new products based on wave
division multiplexing technology. In July 2001, Zaffire reached an agreement
with Centerpoint Broadband Technologies, Inc., under which Centerpoint agreed to
acquire Zaffire in an all stock transaction. Centerpoint develops high capacity
transport systems that maximize network performance for both optical and
wireless networks. These highly scalable, dynamically flexible systems allow
service providers advanced levels of bandwidth efficiency, capacity and high
service velocity. The Centerpoint - Zaffire acquisition was completed in October
2001. Dr. Near Margalit was the Chairman of the Board and Chief Technical
Officer of Zaffire and a principal stockholder of it and became Chief Technical
Officer of Centerpoint following its acquisition of Zaffire. Dr. Near Margalit
is the son of Dr. Shlomo Margalit, a principal stockholder of MRV and MRV's
Chairman of the Board of Directors and Chief Technical Officer. At December 31,
2001, MRV owned less than 10% of Centerpoint.

From November 9, 2001, when it completed its initial public offering,
through December 28, 2001, when MRV completed a short form merger, approximately
7.7% of the outstanding capital stock of Luminent was owned by the publicly
held. During this period and prior to it, divisions and subsidiaries of MRV were
customers of Luminent and purchased substantial quantities of Luminent's fiber
optic components. These customers accounted for Luminent sales of $2.5 million
during 1999, $4.9 million during the year ended December 31, 2000 and $5.7
million during the year ended December 31, 2001. At December 31, 2000, using
cash generated from operations Luminent had repaid approximately $6.5 million to
MRV for interest-free advances Luminent made to MRV to cover payroll and other
operating expenses. At September 30, 2001, Luminent had incurred $6.2 million in
estimated income tax liability and $1.1 million in transitional services due
MRV. The transitional services related substantially to Luminent's portion of
group insurance coverages. In December 2001, Luminent repaid these amounts
totaling $7.3 million in full. Further, MRV repaid $4.4 million in December 2001
for product sales by Luminent to divisions and subsidiaries of MRV. Like other
customers, sales by Luminent to MRV-related customers are based on purchase
orders and none of MRV or its companies has any long long-term arrangements with
Luminent regarding purchases.

For the three years in the period ended December 31, 2000, intercompany
transactions between Luminent and divisions and subsidiaries of MRV consisted of
the following (in thousands):

Year ended December 31,
--------------------------------
1998 1999 2000
------- ------- --------

Sales to MRV and its affiliates $ 2,104 $ 2,503 $ 4,878
Operating expenses 7,218 9,512 14,213
Fair value of acquisitions -- 250 440,628
Deferred stock compensation -- -- 40,950
Net cash advances (distributions) (1,232) 1,709 1,568
------- ------- --------
Equity of MRV Communications, Inc. $ 8,090 $13,974 $502,237
======= ======= ========

In preparation for Luminent's separation from MRV prior to its initial
public offering, Luminent entered into various agreements related to interim and
ongoing relationships with MRV. These agreements provided for transitional
services and support in the areas of data processing and telecommunications
services (such as voice telecommunications and data transmission and information
technology support services) for functions including accounting, financial
management, tax, payroll, stockholder and public relations, legal, procurement
and other administrative functions. Services were generally cost plus 5%, but
could have increased to cost plus 10% if the services extended beyond a one-year
period. Subsequent to the separation date, certain of these services were
discontinued, including accounting, financial management, payroll, legal,
procurement and other administrative functions. The transition period varied
depending on the agreement but was generally one year. All amounts paid under
these agreements have been discussed above.

Although the fees provided for in the agreements were intended to
represent the fair market value of these services, MRV and Luminent cannot
assure that these fees necessarily reflected the costs of providing these
services from unrelated third parties or of Luminent providing these services
internally. However, Luminent and MRV believed that purchasing these services
from MRV, and providing these services to Luminent, provided an efficient means
of obtaining them during the transition period. With the merger, these
agreements have been terminated.

Through the completion of the short form merger of Luminent, Luminent
became a wholly-owned subsidiary of MRV on December 28, 2001 and these
agreements were effectively terminated on that date. Further, beginning in 2002,
MRV no longer plans to report transactions between itself and its divisions and
Luminent.

REPORT OF THE COMPENSATION COMMITTEE

The Board of Directors formed the Compensation Committee (the
"Committee") in 1992 to set and administer the policies governing the Company's
compensation programs, including stock option plans. The Committee receives and
evaluates information regarding compensation practices for comparable businesses
in similar industries, and considers this information in determining base
salaries, bonuses and stock-based compensation. The Committee is authorized to
engage or employ such outside professional consultants or other services as in
its discretion may be required to fulfill its responsibilities. The Committee
also discusses and considers executive compensation matters and makes decisions
thereon.

The Company's compensation policies are structured to link the
compensation of the Chief Executive Officer, the Named Executive Officers and
other executives of the Company with corporate performance. In March 1992, Mr.
Lotan and Dr. Margalit entered into three-year employment agreements, which,
upon expiration automatically renew for one-year terms unless either party
terminates them by giving the other three months' notice of non-renewal prior to
the expiration of the current term. Through the establishment of compensation
programs and employment agreements, the Company has attempted to align the
financial interests of its executives with the results of the Company's
performance, which is designed to put the Company in a competitive position
regarding executive compensation and to ensure corporate performance, which will
then enhance stockholder value.

The Company's executive compensation philosophy is to set base salaries
by referring to those of comparable businesses, and then to provide
performance-based variable compensation, such as bonuses, as determined by the
Compensation Committee according to factors such as the Company's earnings as
well as value received by stockholders. This philosophy allows total
compensation to fluctuate from year to year. As a result, the Named Executive
Officers' actual compensation levels in any particular year may be above or
below those of the Company's competitors, depending upon the evaluation of the
compensation factors described above by the Compensation Committee.

In line with the Company's overall compensation program and the annual
objectives set by the Committee, the Company's executive officers have a high
percentage of their total compensation at risk dependent upon the Company's
financial performance and other factors as considered by the Committee. The base
compensation for 1999, 2000 and 2001 for Mr. Lotan and Dr. Margalit was
determined in 1992, based upon employment agreements entered into by and between
the Company and such executives. See "Employment Agreements." The base
compensation with Mr. Glazer was determined through negotiations between the
Company and him at the time Mr. Glazer agreed to relocate to the Company's
facilities in Massachusetts and was based on Mr. Glazer's prior compensation
adjusted for the increase in the cost of living resulting from the relocation.
The base compensation with Dr. Spivey was determined through negotiations
between the Company and him in July 2000 at the time the Company was recruiting
Dr. Spivey to join Luminent as its President and Chief Executive Officer. The
base compensation with Mr. Avidan was determined through negotiations between
the Company and him at the time Mr. Avidan was promoted to and assumed the
responsibilities as Chief Executive Officer and President of Optical Access, the
Company's wholly owned subsidiary, and was based on his prior compensation
adjusted for the increase in his responsibilities.

To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Committee considers the anticipated
tax treatment to the Company and to the executives of various types of
compensation. Some types of compensation and their deductibility depend upon the
timing of an executive's vesting or exercise of previously granted rights.
Further, interpretations of and changes in the tax laws also affect the
deductibility of compensation. To the extent reasonably practicable and to the
extent it is within the Committee's control, the Committee intends to limit
executive compensation in ordinary circumstances to that deductible under
Section 162(m) of the Internal Revenue Code of 1986, as amended. In doing so,
the Committee may utilize alternatives (such as deferring compensation) for
qualifying executive compensation for deductibility and may rely on
grandfathering provisions with respect to existing contractual commitments.

The Committee believes that its overall executive compensation program
has been successful in providing competitive compensation appropriate to attract
and retain highly qualified executives and also to encourage increased
performance from the executive group, which should increase stockholder value.

Compensation Committee of the Board of Directors

/s/ Igal Shidlovsky /s/ Guenter Jaensch
Igal Shidlovsky Guenter Jaensch

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the Company's financial statements and the overall reporting process,
including the Company's system of financial controls. In fulfilling its
oversight responsibilities during 2001, the Committee periodically:

- reviewed the unaudited and audited financial statements with management
and the Company's independent auditors during 2001, Arthur Andersen LLP,

- discussed the accounting principles, significant assumptions, estimates
and matters of judgment used in preparing the financial statements with
management and Arthur Andersen,

- reviewed the Company's financial controls and financial reporting
process, and

- reviewed significant financial reporting issues and practices, including
changes in accounting principles and disclosure practices.

The Committee also reviewed with Arthur Andersen, who was responsible in
2001 for expressing an opinion on the conformity of the audited financial
statements with accounting principles generally accepted in the United States,
their judgment as to the quality, and not just the acceptability, of the
Company's accounting principles and such other matters as are required to be
discussed with the Committee under accounting principles generally accepted in
the United States. The Committee periodically met with Arthur Andersen to
discuss the results of their examinations, their evaluations of the Company's
internal controls and the overall quality of the Company's financial reporting.

In addition, the Committee discussed with Arthur Andersen their
independence from management and the Company including the matters in the
written disclosures required by the Independence Standards Board and discussed
with Arthur Andersen any matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees). The Committee
also considered the compatibility of Arthur Andersen's non-audit services
(principally tax advisory services) with the standards for auditors'
independence. The Committee discussed with Arthur Andersen the overall scope and
plans for their audit.

The Directors who serve on the Committee are all "independent" for
purposes of the rules of the Nasdaq Stock Market. During 2001, the committee met
four times, with all members of the committee during 2001 in attendance at each
meeting.

In reliance on the reviews and discussions referred to above and
representations by management that the financial statements were prepared in
accordance with generally accepted accounting principles, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended December 31, 2001.
In 2001, the Committee also recommended to the Board of Directors, subject to
stockholder approval, the selection of Arthur Andersen LLP as the Company's
independent auditors for the year ending December 31, 2002. However, in June
2002, the Committee reconsidered its decision in 2001 and recommended to the
Board of Directors, subject to stockholder approval, the selection of Ernst &
Young as the Company's independent auditors for the year ending December 31,
2002.

Audit Committee of the Board of Directors

/s/ Igal Shidlovsky /s/ Guenter Jaensch
Igal Shidlovsky Guenter Jaensch

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The following chart shows the value of an investment of $100 on December
31, 1996 in cash of (i) the Company's Common Stock, (ii) The Nasdaq Stock Market
Index-US, (iii) an index based on companies in a group of companies in the
Company's industry (JP Morgan H&Q Technology Index).

[PERFORMANCE GRAPH]

Cumulative Total Return
---------------------------------------------------------
12/96 12/97 12/98 12/99 12/00 12/01

MRV COMMUNICATIONS, INC. 100.00 109.77 28.45 289.08 122.99 38.99
NASDAQ STOCK MARKET (U.S.) 100.00 122.48 172.68 320.89 193.01 153.15
JP MORGAN H & Q TECHNOLOGY 100.00 117.24 182.36 407.27 263.28 181.99

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The persons named in the enclosed Proxy will vote to ratify the
selection of Ernst & Young LLP ("Ernst & Young") as independent public
accountants for the fiscal year ending December 31, 2002 unless otherwise
directed by stockholders. A representative of Ernst & Young is expected to be
present at the meeting of stockholders, and will have the opportunity to make a
statement and answer questions from stockholders if he or she so desires.

VOTE REQUIRED

The affirmative vote of a majority of the votes cast is required for
approval of this proposal. In the event ratification by the stockholders of the
appointment of Ernst & Young as the Company's independent public accountants is
not obtained, the Board of Directors will reconsider such appointment. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING
DECEMBER 31, 2002.

CHANGE OF INDEPENDENT ACCOUNTANTS

Arthur Andersen LLP ("Arthur Andersen") served as the Company's
independent auditors since 1992. On June 17, 2002, the Board of Directors of the
Company determined, upon the recommendation of its audit committee, to appoint
Ernst & Young LLP ("Ernst & Young") as the Company's independent public
accountants, replacing Arthur Andersen. The Company dismissed Arthur Andersen on
the same date. This determination followed the Company's decision to seek
proposals from independent public accountants to audit the financial statements
of the Company.

The audit reports of Arthur Andersen on the consolidated financial
statements of the Company as of and for the fiscal years ended December 31, 2000
and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.

During the two most recent fiscal years of the Company ended December
31, 2001 and the subsequent interim period through June 17, 2002, there were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its reports.

None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of the Company
ended December 31, 2001 and the subsequent interim period through June 17, 2002.

During the two most recent fiscal years of the Company ended December
31, 2001 and the subsequent interim period to June 17, 2002, the Company did not
consult with Ernst & Young regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.

The Company provided Arthur Andersen and Ernst & Young a copy of the
foregoing disclosures. The response of Arthur Andersen stating their agreement
with paragraphs 2, 3 and 4 of this section was included as an Exhibit on Form
8-K, which was filed with the Securities and Exchange Commission on June 18,
2002.

AUDIT FEES

The aggregate fees billed by the Company to Arthur Andersen during
fiscal year ended December 31, 2001 for the audit of the Company's annual
financial statements and for the review of the financial statements included in
the Company's quarterly reports on Form 10-Q totaled $1.1 million.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

In 2001, Arthur Andersen billed no fees to the Company for services for
financial information systems design and implementation.

ALL OTHER FEES

The aggregate fees billed to the Company by Arthur Andersen for services
rendered to the Company during 2001, other than the services described above
under "Audit Fees" and "Financial Information Systems Design and Implementation
Fees" totaled $2.1 million. These services included various advisory services
related principally to tax preparation, tax consultation and various
registration statements.

The Audit Committee considered and determined that the provision of the
services other than the services described under "Audit Fees" was compatible
with maintaining the independence of Arthur Andersen.

STOCKHOLDERS PROPOSALS

Stockholders are hereby notified that if they wish a proposal to be
included in the Company's Proxy Statement and form of proxy relating to the 2002
annual meeting of stockholders, they must deliver a written copy of their
proposal no later than July 15, 2003. Proposals must comply with the proxy rules
relating to stockholder proposals, in particular Rule 14a-8 under the Securities
Exchange Act of 1934 (the "Exchange Act"), in order to be included in the
Company's proxy materials. Stockholders who wish to submit a proposal for
consideration at the Company's 2002 annual meeting of stockholders, but who do
not wish to submit the proposal for inclusion in the Company's proxy statement
pursuant to Rule 14a-8 under the Exchange Act, must deliver a written copy of
their proposal no later than September 13, 2003. In either case, proposals
should be delivered to MRV Communications, Inc., 20415 Nordhoff Street,
Chatsworth, California 91311, Attention: Secretary. To avoid controversy and
establish timely receipt by the Company, it is suggested that stockholders send
their proposals by certified mail return receipt requested.

MISCELLANEOUS

Management does not know of any other matters that may come before the
meeting. However, if any other matters are properly presented for the meeting,
it is the intention of the persons named in the accompanying Proxy to vote, or
otherwise act, in accordance with their judgment on such matters.

By Order of the Board of Directors

/s/ Shlomo Margalit
Shlomo Margalit
Secretary

November 12, 2002

MRV COMMUNICATIONS, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 2002

THIS PROXY IS SOLICITED ON BEHALF OF BOARD OF DIRECTORS.

The undersigned, having received notice of the Annual Meeting of Stockholders
and the Proxy Statement of the Board of Directors furnished therewith, hereby
appoints Noam Lotan and Shlomo Margalit, and each of them, attorneys of the
undersigned (with full power of substituting him) for and in the name(s) of the
undersigned to attend the Annual Meeting of Stockholders of MRV Communications,
Inc. (the "Company") to be held Thursday, December 12, 2002, at 9:00 a.m. at the
offices of our wholly-owned subsidiary, Luminent, Inc., 20550 Nordhoff Street,
Chatsworth, CA 91311 and any adjournment or adjournments thereof, and there to
vote and act in regard to all matters which may properly come before said
meeting (except those matters as to which authority is hereinafter withheld)
upon and in respect to all shares of the Common Stock of the Company upon or in
respect of which the undersigned would be entitled to vote or act, and with all
power the undersigned would possess, if personally present, and especially (but
without limiting the general authorization and power hereby given) to vote and
act as follows.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all
below) nominees listed below

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name below.)

Noam Lotan Shlomo Margalit
Igal Shidlovsky Guenter Jaensch
Daniel Tsui Baruch Fischer

(continued and to be signed on the reverse side)

(continued from other side)

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

2. To ratify the appointment of Ernst & Young LLP as independent accountants for
the year ending December 31, 2002.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. In their discretion, the Proxies are each authorized to vote upon such other
business as may properly come before the meeting.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

This Proxy, when properly executed, will
be voted in the manner directed herein
by the undersigned shareholder. If no
direction is made, this Proxy will be
voted FOR Proposals 1, 2 and 3.

The undersigned hereby confer(s) upon
said attorney Proxy discretionary
authority to vote upon any other matters
of proposals not known at the time of
solicitation of this Proxy, which may
properly come before the meeting.

Attendance of the undersigned at said
meeting or at any adjournment or
adjournments thereof will not be deemed
to revoke this Proxy unless the
undersigned shall affirmatively indicate
thereat that it is his intention to vote
said shares in person. If a fiduciary
capacity is attributed to the
undersigned in imprint below, this Proxy
is signed by the undersigned in that
capacity.

Signature(s) ___________________________

Date _________________________

IMPORTANT: In signing this Proxy, please
write names exactly as appearing on
imprint. For stock held jointly, each
joint owner should personally sign. For
stock held by Company, please affix
corporate seal.