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                                                                     EXHIBIT 4.2



           CERTIFICATE OF OWNERSHIP AND MERGER MERGING LUMINENT, INC.
                                      INTO
                              MRV MERGER SUB CORP.
         (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE
                               STATE OF DELAWARE)


MRV MERGER SUB CORP., a corporation organized and existing under the laws of
the state of Delaware, Does hereby certify:

FIRST: That this corporation was incorporated on the 25th day of July, 2001,
pursuant to the General Corporation Law of the state of Delaware.

SECOND: That this corporation owns at least ninety per centum of the outstanding
shares of each class of the stock of Luminent, Inc., a corporation organized
and existing under the laws of the state of Delaware.

THIRD: That this corporation, by a resolution of its board of directors duly
adopted by unanimous written consent on the _____ day of _________, 2001
determined to and did merge into itself said Luminent, Inc. which resolutions
are set forth on Exhibit A, attached hereto and incorporated herein.

FOURTH: That this corporation survives the merger and may be served with process
in the state of Delaware in any proceeding for enforcement of any obligation of
Luminent, Inc. as well as for enforcement of any obligation of the surviving
corporation arising from the merger, including any suit or other proceeding to
enforce the right of any stockholder as determined in appraisal proceedings
pursuant to the provisions of section 262 of the Delaware General Corporation
Law, and it does hereby irrevocably appoint the secretary of state of Delaware
as its agent to accept service of process in any such suit or other proceeding.

The address to which a copy of such process shall be mailed by the secretary of
state of Delaware is c/o Corporation Service Company, 2711 Centerville Road,
Suite 400, Wilmington, Delaware 19808-1646 until the surviving corporation shall
have hereafter designated in writing to the said secretary of state a different
address for such purpose. Service of such process may be made by personally
delivering to and leaving with the secretary of state of Delaware duplicate
copies of such process, one of which copies the secretary of state of Delaware
shall forthwith send by registered mail to MRV Merger Sub Corp at the above
address.

IN WITNESS WHEREOF, said MRV Merger Sub Corp has caused its corporate seal to be
affixed and this certificate to be signed by Noam Lotan, its president, and
Shlomo Margalit, its secretary, this _____ day of ___________, A.D. 2001.




(Corporate Seal)
                                            ------------------------------------
                                                   Noam Lotan, President


                                            ------------------------------------
                                                  Shlomo Margalit, Secretary



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State of California, County of Los Angeles


Be it remembered that on this ______ day of ________, A.D. 2001, personally came
before me, ____________, a notary public in and for the state aforesaid, Noam
Lotan, president, and Shlomo Margalit, secretary, of MRV Merger Sub Corp. a
corporation of the state of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said Noam Lotan, as such president, and Shlomo Margalit, as such secretary,
duly executed said certificate before me and each acknowledged the said
certificate to be his act and deed and the act and deed of said corporation;
that the signatures of the said president and of the secretary of said
corporation to said foregoing certificate are in the handwriting of the said
president and secretary of said corporation respectively, and that the seal
affixed to said certificate is the common or corporate seal of said corporation.


IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and
year aforesaid.




(Notarial Seal)
                                            ------------------------------------
                                                       Notary Public



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                                                                       EXHIBIT A



                              RESOLUTIONS OF MERGER

        WHEREAS, the Company holds in excess of 90 percent of the outstanding
shares of each class of stock of Luminent, Inc., a Delaware corporation
("Luminent"), and therefore may effect the merger of Luminent with and into the
Company as a short-form merger under Section 253 of the Delaware General
Corporation Law ("DGCL");

        WHEREAS, MRV Communications, Inc., a Delaware corporation ("MRV"), the
parent of the Company has resolved and agreed in consideration for the merger to
issue up to 5,160,000 shares of the common stock of MRV to the holders of the
common stock of Luminent other than the Company in the ratio of 0.43 share of
MRV common stock for each share of Luminent common stock held at the time of the
merger;

        WHEREAS, the Securities and Exchange Commission has advised that
acceleration of the effective date of Post-Effective Amendment No. 1 [and
Post-Effective Amendment No. 2] to MRV's existing Registration Statement on Form
S-4 (SEC file no. 333-44536) (together with such post-effective amendments the
"Registration Statement") relating to the shares of MRV common stock to be
issued in the merger may be requested; MRV has, in accordance with the
requirements of The Nasdaq Stock Market, submitted to The Nasdaq Stock Market a
Notification Form Listing of Additional Shares regarding the shares of MRV
common stock to be issued in the merger and the requirements of section 253 of
the DGCL are satisfied;

        NOW, THEREFORE, BE IT AND IT HEREBY IS

        RESOLVED, that Luminent be merged with and into the Company at 12:01
a.m. Delaware time on ____________, 2001; provided, however, that the
Registration Statement relating to the shares of MRV common stock to be issued
in the merger has become effective under the Securities Act of 1933 and the
legal opinion required to be filed as an exhibit to such registration statement
shall have been received and filed;

        RESOLVED FURTHER, that each share of Luminent common stock held by its
stockholders at the time of the merger (other than shares held by the Company
and the shares in respect of which appraisal rights are perfected) shall be
converted into and exchanged for 0.43 shares of MRV common stock;

        RESOLVED FURTHER, that the Company shall pay cash in lieu of fractional
shares otherwise issuable in the merger based on the closing price of MRV common
stock on the Nasdaq National Market on ____________, 2001;

        RESOLVED FURTHER, that all liabilities and obligations of Luminent be
assumed by the Company upon the consummation of the merger;



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        RESOLVED FURTHER, that other than the appraisal rights granted by
section 262 of the DGCL to the stockholders of Luminent other than the Company,
no additional rights shall be granted by the Company, or Luminent or MRV to the
stockholders of Luminent in the merger;

        RESOLVED FURTHER, that the shares of Luminent common stock held by the
Company shall be cancelled upon consummation of the merger;

        RESOLVED FURTHER that the president or a vice-president, and the
secretary or treasurer of the Company be and they hereby are directed to make
and execute, under the corporate seal of this corporation, a certificate of
ownership and merger setting forth a copy of the resolution to merge Luminent
and assume its liabilities and obligations, and the date of adoption thereof,
and to file the same in the office of the secretary of state of Delaware, and a
certified copy thereof in the office of the recorder of deeds of New Castle
county;

        RESOLVED FURTHER, that within 10 days after the filing and recording of
the aforementioned certificate of ownership and merger, the officers of this
corporation be and they hereby are directed to notify each stockholder of record
of Luminent, other than this corporation, that the certificate of ownership and
merger has been filed and recorded and of the terms and conditions of the
merger;

        RESOLVED FURTHER that this corporation relinquish its corporate name and
assume in place thereof, the name of said merged corporation, namely Luminent,
Inc.

        RESOLVED FURTHER that the officers of this corporation be and they
hereby are authorized and directed to do all acts and things whatsoever, whether
within or without the state of Delaware which may be in anyway necessary or
proper to effect said merger; and

        RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby is, authorized and directed to execute any document, make any filing and
take any other action which they, or any of them, deem necessary or appropriate
to effectuate the purpose of the foregoing resolutions, and the execution by
such officers of any such documents or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by the
Company of the documents so executed and the action so taken.



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