Exhibit 23.2

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

         Section 11(a) of the Securities Act of 1933, as amended (the
"Securities Act"), provides that if any part of a registration statement at the
time such part becomes effective contains an untrue statement of a material fact
or an omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, any person acquiring a
security pursuant to such registration statement (unless it is proved that at
the time of such acquisition such person knew of such untruth or omission) may
sue, among others, every accountant who has consented to be named as having
prepared or certified any part of the registration statement, or as having
prepared or certified any report or valuation which is used in connection with
the registration statement, with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

         As previously disclosed in the MRV Communication Inc.'s form 8-K filed
on June 17, 2002, MRV dismissed Arthur Andersen LLP as its independent public
accountants and announced that MRV had appointed Ernst & Young LLP to replace
Arthur Andersen LLP as its independent public accountants.

         MRV's understanding is that the staff of the Securities and Exchange
Commission has taken the position that it will not accept consents from Arthur
Andersen LLP if the engagement partner and the manager for the MRV
Communications, Inc. audit are no longer with Arthur Andersen LLP. Both the
engagement partner and the manager for the MRV Communications, Inc., audit are
no longer with Arthur Andersen LLP. As a result, MRV has been unable to obtain
Arthur Andersen LLP's written consent to the incorporation by reference into the
Registration Statements of its audit report with respect to MRV's financial
statements as of December 31, 2001 and 2000 for the years then ended.

         Under these circumstances, Rule 437a under the Securities Act permits
MRV Communications, Inc. to file this Form 10-K without a written consent from
Arthur Andersen LLP. As a result, however, Arthur Andersen LLP will not have any
liability under Section 11(a) of the Securities Act for any untrue statements of
a material fact contained in the financial statements audited by Arthur Andersen
LLP or any omissions of a material fact required to be stated therein.
Accordingly, you would be unable to assert a claim against Arthur Andersen LLP
under Section 11(a) of the Securities Act for any purchases of securities under
the Registration Statements made on or after the date of this Form 10-K. To the
extent provided in Section 11(b)(3)(C) of the Securities Act, however, other
persons who are liable under Section 11(a) of the Securities Act, including
MRV's officers and directors, may still rely on Arthur Andersen LLP's original
audit reports as being made by an expert for purposes of establishing a due
diligence defense under Section 11(b) of the Securities Act.