Item  2.02. Results of Operations and Financial Condition.

     On January 11, 2008, Opnext, Inc. (the “Company”) issued a press release announcing preliminary unaudited revenues for the third quarter ended December 31, 2007. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated herein by reference. The Company reported that it expects revenues for the third quarter ended December 31, 2007 would be approximately $66.4 million, as compared to the original guidance for the quarter of $77.0 million to $80.0 million.

Item 8.01. Other Events.

     The Company also announced in its January 11, 2008 press release that its board of directors has approved the repurchase of up to an aggregate of $20.0 million of the Company’s common stock over the next 24 months. The Company may purchase Opnext common stock on the open market or in privately negotiated transactions from time-to-time based upon market and business conditions. Any repurchases will be made using the available working capital of the Company.

     The information in this Form 8-K under Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 11, 2008, pertaining to the preliminary unaudited revenue of the Company for the third quarter ended December 31, 2007 and the adoption of a stock repurchase program.

     INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS — Certain of the statements contained in this report and Exhibit 99.1 attached hereto, including, without limitation, statements as to management’s good faith expectations and belief are forward-looking statements. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated January 11, 2008, pertaining to the preliminary unaudited revenue of the Company for the third quarter ended December 31, 2007 and the adoption of a stock repurchase program.