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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                                   (Mark One)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934

          For the transition period from _____________ to ____________

                         Commission file number 0-25678

                            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)

         20415 Nordhoff Street
        Chatsworth, California                           91311
 (Address of principal executive offices)              (Zip Code)

                    Issuer's telephone number: (818) 773-0900

       Securities registered under Section 12(b) of the Exchange Act: None

  Securities registered under Section 12(g) of the Exchange Act: Common Stock,
                                $0.0017 par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $253,901,477 based on the closing sale price of $3.01 per share on March
19, 2002 as reported by The Nasdaq National Market.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 89,122,734 shares at March 18, 2002.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None


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                                EXPLANATORY NOTE

The purpose of this Amendment is to file with the Securities and Exchange
Commission as Exhibit 99.1 to our Annual Report on Form 10-K for the year ended
December 31, 2001 the letter required by Temporary Note 3T to Article 3 of
Regulation S-X (as announced in the Final Rule and Final Rule: Requirements for
Arthur Andersen LLP Auditing Clients Release Nos. 33-8070, 34-45590; 35-27503;
39-2395; IA-2018; IC-25464; FR-62; File No. S7-03-02 that became effective on
March 18, 2002).

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                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), the Registrant caused this Amendment No. 1 to Report
of Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chatsworth, State of California, on March 21, 2002.

                                          MRV COMMUNICATIONS, INC.



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

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons in the capacities and on the
dates indicated.

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<CAPTION>


              Names                                 Title                         Date
              -----                                 -----                         ----

<S>                                <C>                                         <C>
     /s/ Noam Lotan                President, Chief Executive Officer          March 21, 2002
------------------------------     (Principal Executive Officer), and a
         Noam Lotan                Director


     /s/ Shlomo Margalit           Chairman of the Board, Chief                March 21, 2002
------------------------------     Technical Officer, Secretary, and a
         Shlomo Margalit           Director

     /s/ Shay Gonen                Interim Chief Financial Officer             March 21, 2002
------------------------------     (Principal Financial and Accounting
         Shay Gonen                Officer)

    /s/ Igal Shidlovsky*
------------------------------     Director                                    March 21, 2002
        Igal Shidlovsky

   /s/ Guenter Jaensch*
------------------------------     Director                                    March 21, 2002
      Guenter Jaensch

    /s/ Daniel Tsui*               Director                                    March 21, 2002
------------------------------
      Daniel Tsui


    /s/ Baruch Fischer*
------------------------------     Director                                    March 21, 2002
      Baruch Fischer


*By: /s/ Shay Gonen
    --------------------------
    Shay Gonen
    Attorney-In-Fact

</TABLE>