Item  3.01(a). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 20, 2008, Opnext, Inc. (the “Company”) received a Nasdaq Staff Determination letter (the “Staff Determination”) indicating that, due to the Company’s previous announcement of its expected restatement of certain of its financial statements and the Company’s resulting inability to timely file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, the Company was not in compliance with the filing requirements for continued listing of its common stock on the Nasdaq Global Select Market set forth in Nasdaq Marketplace Rule 4310(c)(14).

On February 25, 2008, the Company filed its Quarterly Report on Form 10-Q for the quarter ended December 31, 2007 (the “Filing”). The Company also received a notice on February 25, 2008 from the Nasdaq Listing Qualifications Department stating that, based on the Filing, the Company is now in compliance with Nasdaq Marketplace Rule 4310(c)(14) and that the matter is now closed.

Nasdaq Marketplace Rule 4804(b) requires the Company to make a public announcement that discloses its receipt of a Staff Determination and the Nasdaq rule upon which the Staff Determination was based. A copy of the press release intended to satisfy Nasdaq’s public announcement requirement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release of the Company, dated February 25, 2008

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 of the Company, dated February 25, 2008