Exhibit 10.29  MRV
COMMUNICATIONS, INC. STOCK
OPTION AGREEMENT  This AGREEMENT is
made effective as of the 29th day of October, 2002 (the Option Grant Date),
by and between MRV Communications, Inc. (the Company) and NOAM LOTAN (Optionee).  RECITALS  WHEREAS, the Board
of Directors of the Company has established the 1997 Incentive Stock Option
Plan and the 1997 Non-Statutory Stock Option Plan (either such Plan the Plan
unless otherwise specified) effective as of November 11, 1997 and amended on August
3, 1998, October 25, 1999, October 31, 2000, and February 1, 2002 andNOAM LOTAN.  WHEREAS, pursuant
to the provisions of said Plan, the Board of Directors of the Company, by
action duly taken on OCTOBER 29, 2002,granted to the Optionee an option or options (the Option(s))
to purchase shares of the Common Stock of the Company on the terms and
conditions set forth herein.  AGREEMENT  NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants set forth herein and other good and
valuable consideration, the parties hereto agree as follows:  1.     The
Option(s). The Optionee may, at his option, purchase all or any part of an
aggregate of 100,000 shares of
Common Stock (the Optioned Shares), at the price of $0.99
per share (the Option Price), on the terms and conditions set forth herein.  2.     Plan
Type; Exercise Dates and Exercise. 
Options intended to qualify as Incentive Stock Options under Plan A are
designated by an A under the category Plan. Options intended as separate
Non-Statutory options under Plan B are designated by a B under the category Plan.  Subject to the conditions set forth in this
Agreement, the right to exercise the Optioned Shares shall accrue in accordance
with Schedule 1 attached hereto and hereby made a part hereof.  Optionee
acknowledges that he understands he has no right whatsoever to exercise the
Option(s) granted hereunder with respect to any Optioned Shares covered by any
installment until such installment accrues as provided in Schedule 1 and that
all unaccrued installments shall cease to accrue on the date of termination of
Optionees employment, directorship, consulting or other arrangement with the
Company. Optionee further understands that the Option(s) granted hereunder
shall expire and become non-exercisable as provided in Section 3(c) below.  This Option shall be deemed exercised as
to the shares to be purchased when written notice of such exercise has been
given to the Company at its principal business office by the Optionee with
respect to the Common Stock to be purchased. 
Such notice shall be accompanied by (i) full payment in cash or cash
equivalents, (ii) with shares of Common Stock pursuant to Section 14 of the
Plan, or (iii) by any combination of (i) and (ii) as may be determined by the
Board (or Committee if so authorized) with respect to the shares to be
purchased.


3.     Governing
Plan.  This Agreement hereby incorporates
by reference the Plan and all of the terms and conditions of the Plan as
heretofore amended and as the same may be amended from time to time hereafter
in accordance with the terms thereof, but no such subsequent amendment shall
adversely affect the Optionees rights under this Agreement and the Plan except
as may be required by applicable law. 
The Optionee expressly acknowledges and agrees that the provisions of
this Agreement are subject to the Plan; the terms of this Agreement shall in no
manner limit or modify the controlling provisions of the Plan, and in case of
any conflict between the provisions of the Plan and this Agreement, the
provisions of the Plan shall be controlling and binding upon the parties
hereto.  The Optionee also hereby
expressly acknowledges, represents and agrees as follows:  (a)  Acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto and by reference incorporated herein, and
represents that he is familiar with the terms and provisions of said Plan, and
hereby accepts this Agreement subject to all the terms and provisions of said
Plan.  (b)  Agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board of Directors (or the
Committee, if so authorized) upon any questions arising under the Plan.  (c)  Acknowledges that he is familiar with Sections
of the Plan regarding the exercise of the Option(s) and represents that he
understands that said Option(s) must be exercised on or before the earliest of
the following dates, whichever is applicable: 
(i) the day prior to the tenth anniversary of the Option(s) Grant Date
with respect to Options granted under Plan A and B, in each as provided in
Subsection 7(c) of the Plan; (ii) the effective date of a sale or other
disposition of all or substantially all of the stock or assets of the Company,
as provided in Subsection 8(a) of the Plan; (iii) the date which is 30 days
following the Optionees termination of employment, directorship or consulting
or other arrangement (unless extended) for any reason other than death or
disability as provided under Section 10 of the Plan; or (iv) the date that is
one year following the Optionees termination of employment, directorship or
consulting or other arrangement by reason of his death, or the date that is one
year following his termination of employment, directorship or consulting or
other arrangement by reason of disability, whichever is applicable, as provided
in Subsection 10(b) of the Plan.  (d)  Acknowledges, understands and agrees that the
existence of the Plan and the execution of this Agreement are not sufficient by
themselves to cause any exercise of any Option(s) granted under Plan A to
qualify for favorable tax treatment through the application of Section 422(A) of
the Internal Revenue Code; that Optionee must, in order to so qualify,
individually meet by his own action all applicable requirements of Section 422A,
including without limitation the following holding period and employment
requirements:  (1)  Holding
period requirement:  no disposition
of an Optioned Share may be made by Optionee within two (2) years from the date
of the granting of the Option(s) nor within one (1) year after the transfer of
such Optioned Share to him, and  (2)  Employment
requirement:  at all times during the
period beginning on the date of the granting of the Option(s) and ending on the
three (3) months before the date of exercise, the Optionee must have been an
employee of the Company, its parent, or a subsidiary of the Company, or a
corporation or a parent or subsidiary of such corporation issuing or assuming
the Option(s) in a transaction to which  Section 425(a) of the
Internal Revenue Code applies, except where the termination of employment is by
means of the


employees disability, in
which case said 3 month period may be extended to 1 year, as provided under
Internal Revenue Code Section 422A.  4.     Representations
and Warranties.  As a condition to
the exercise of any portion of an Option, the Company may require the person
exercising such Option to make any representation and/or warranty to the
Company as may, in the judgment of counsel to the Company, be required under
any applicable law or regulation, including but not limited to a representation
and warranty that the shares are being acquired only for investment and without
any present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required under the Securities
Act of 1933 or any other applicable law, regulation or rule of any governmental
agency.  Optionee hereby represents to
the Company that each of the Option evidenced hereby and the shares purchasable
upon exercise thereof is being acquired only for investment and without any
present intention to sell or distribute such securities.  5.     Options
Not Transferable.  The Option(s) may
be exercised during the lifetime of the Optionee only by the Optionee.  The Optionees rights and interests under
this Agreement and in and to the Option(s) may not be sold, pledged,
hypothecated, assigned, encumbered, gifted or otherwise transferred in any
manner, either voluntarily or involuntarily by operation of law, except by will
or the laws of descent or distribution.  6.     No
Enlargement of Employee Rights. 
Nothing in this Agreement shall be construed to confer upon the Optionee
(if an employee) any right to continued employment with the Company (or an
Affiliated Company), or to restrict in any way the right of the Company (or an
Affiliated Company if he is an employee thereof) to terminate his
employment.  Optionee acknowledges that
in the absence of an express written employment agreement to the contrary,
Optionees employment with the Company may be terminated by the Company at any
time, with or without cause.  7.     Withholding
of Taxes.  Optionee authorizes the
Company to withhold, in accordance with any applicable law, from any
compensation payable to him any taxes required to be withheld by federal, state
or local law as a result of the grant of the Option(s) or the issuance of stock
pursuant to the exercise of such Option(s).  8.     Laws
Applicable to Construction.  This
Agreement shall be construed and enforced in accordance with the laws of the
State of California.  9.     Agreement
Binding on Successors.  The terms of
this Agreement shall be binding upon the executors, administrators, heirs,
successors, transferees and assignees of the Optionee.  10.   Costs
of Litigation.  In any action at law
or in equity to enforce any of the provisions or rights under this Agreement or
the Plan, the unsuccessful party to such litigation, as determined by the court
in a final judgment or decree, shall pay the successful party or parties all
costs, expenses and reasonable attorneys fees incurred by the successful party
or parties (including without limitation costs, expenses end fees on any
appeals), and if the successful party recovers judgment in any such action or
proceeding such costs, expenses and attorneys fees shall be included as part
of the judgment.  11.   Necessary
Acts.  The Optionee agrees to perform
all acts and execute and deliver any documents that may be reasonably necessary
to carry out the provisions of this Agreement, including but not limited to all
acts and documents related to compliance with federal and/or state securities
laws.


12.   Counterparts.  For convenience this Agreement may be
executed in any number of identical counterparts, each of which shall be deemed
a complete original in itself and may be introduced in evidence or used for any
other purpose without the production of any other counterparts.  13.   Invalid
Provisions.  In the event that any
provision of this Agreement is found to be invalid or otherwise unenforceable
under any applicable law, such invalidity or unenforceability shall not be
construed as rendering any other provisions contained herein invalid or
unenforceable, and all such other provisions shall be given full force and
effect to the same extent as though the invalid and unenforceable provision was
not contained herein.  14.   Limitation
on Value of Optioned Shares. 
Optionee acknowledged that the Plan provides that the aggregate fair
market value (determined as of the date hereof) of the shares of Common Stock
to which Options granted under Plan A are exercisable for the first time by
Optionee during any calendar year under all incentive stock option plans of the
Company and its Affiliated Companies shall not exceed $100,000.  It is understood and agreed that should it be
determined that an Option if granted pursuant to Plan A hereunder would exceed
such maximum, such Option shall be not be considered granted under Plan A to
the extent, but only to the extent of such excess.  This limitation shall not apply to any option
granted under Plan B.  IN WITNESS WHEREOF, the Company and the
Optionee have executed this Agreement effective as of the date first written
herein above.   MRV COMMUNICATIONS,
  INC.
  
  OPTIONEEBy
  /s/ Noam Lotan
  
  By
  /s/ Noam LotanNOAM
  LOTAN
  
  
  NOAM
  LOTANTitle:
  PRESIDENT
  & CEO
  
  [Redacted]SOCIAL SECURITY
  NUMBER  By his or her signature
below, the spouse of the Optionee, of such Optionee be legally married as of
the date of his execution of this Agreement, acknowledges that he or she has
read this Agreement and the Plan and is familiar with the terms and provisions
thereof, and agrees to be bound by all the terms and conditions of said
Agreement and said Plan document.  Spouse
  S.W. LotanDated:
  12/5/02  By his or her signature
below the Optionee represents that he or she is not legally married as of the
date of execution of this Agreement.  OptioneeDated:


MRV
COMMUNICATIONS, INC. STOCK
OPTION AGREEMENT  SCHEDULE
1  RIGHT
TO EXERCISE  Subject to the conditions set forth in
this agreement, the right to exercise the Optioned Shares shall accrue as
follows:  Plan
  
  Number of Shares
  
  DateB
  
  100,000
  
  October 29, 2012