<SUBMISSION>
<ACCESSION-NUMBER>0000912093-00-500006
<TYPE>10-K
<PUBLIC-DOCUMENT-COUNT>8
<PERIOD>20000630
<FILING-DATE>20000928
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JDS UNIPHASE CORP /CA/
<CIK>0000912093
<ASSIGNED-SIC>3674
<IRS-NUMBER>942579683
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-K
<ACT>34
<FILE-NUMBER>000-22874
<FILM-NUMBER>731029
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>163 BAYPOINTE PKWY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084341800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>163 BAYPOINTE PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>body10k.htm
<DESCRIPTION>BODY
<TEXT>

<HTML>
<head>
<TITLE>10K doc</TITLE>
</head>

<body bgcolor=white>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>

<p align="center"><font size="3"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>

<p align="center"><font size="3"><strong>FORM 10-K</strong></font></p>

<p>(MARK ONE)
<p align="center"><font size="3"><strong>
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
</strong></font></p>
<p align="center"><font size="3" color="FF0000"><strong>
                    FOR THE FISCAL YEAR ENDED JUNE 30, 2000
</strong></font></p>

<p align="center"><font size="3"><strong> OR </strong></font></p>

<p align="center"><font size="3"><strong>
[&nbsp;&nbsp;]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
</strong></font></p>
<p align="center"><font size="3"><strong>
    FOR THE TRANSITION PERIOD FROM ___________ TO  _____________
</strong></font></p>
<p align="center"><font size="3"><strong>
                       <u>Commission file number 0-22874</u>
</strong></font></p>
<p align="center"><font size="5" color="#0000FF"><strong>
                               <u>JDS Uniphase Corporation</u>
</strong></font></br>
<font size="2">
               (Exact name of Registrant as Specified in its Charter)
</font></p>

<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-2579683</u></CENTER>
</font></strong>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>



<p align="center"><font size="3"><strong>
                        210 Baypointe Parkway<br>
                    <u> San Jose, California  95134
</strong></font></u><br>

<font size="2">
        (Address of Principal Executive Offices including Zip Code)
</font></p>

<p align="center"><font size="3"><strong><u>
                                   (408) 434-1800
</strong></font></u><br>

<font size="2">
                 (Registrant's Telephone Number, Including Area Code)
<br>
<br>
<br>
</font></p>

<p align="center"><font size="3">
          Securities registered pursuant to Section 12(b) of the Act:
</font></p>



<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="2">
<CENTER><u>TITLE OF EACH CLASS</u></CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER><u>NAME OF EACH EXCHANGE ON WHICH REGISTERED</u></CENTER>
</font>
</TD>
</TR>
<TR>
<TD>
<font size="3"><strong>
<CENTER>&nbsp; None</CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER>None</CENTER>
</font></strong>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3">
          Securities registered pursuant to Section 12(g) of the Act:
</font></p>

<p align="center"><font size="3"><strong><u>
                    COMMON STOCK, PAR VALUE $.001 PER SHARE
</strong></font></u><br>

<font size="2">
                                (TITLE OF CLASS)

<br>
<br>
<br>
</font></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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  [&nbsp;&nbsp;]

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of the 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. Yes  [X]     No  [&nbsp;&nbsp;]

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     As of September 20, 2000, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was approximately $85,967,426,046 based
upon the average of the high and low prices of the Common Stock as reported on
The Nasdaq National Market and The Toronto Stock Exchange, respectively, on
such date. Shares of Common Stock held by officers, directors and holders of
more than 5% of the outstanding Common Stock have been excluded from this
calculation because such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     As of September 20, 2000, the Registrant had 957,820,638 shares of Common
Stock, including 173,904,237 Exchangeable Shares.



<p align="center"><font size="3">
      DOCUMENTS INCORPORATED BY REFERENCE (To the Extent Indicated Herein)<br>
<p>Certain information required in Part II hereto is incorporated by reference to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1,
2000 and in Part III hereto is incorporated by reference to the Proxy Statement for the
Registrant's 2000 Annual Meeting of Stockholders to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this Form 10-K.







</font></p>

<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>
<DIV align=left>
<HR align=left SIZE=2 width="100%">
</DIV>











<p align="center"></font><strong>
                              JDS Uniphase Corporation
</strong><br>
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000<br></p>
</strong></p>
<p align="center"><strong>
                               TABLE OF CONTENTS
</strong></p>
<p align="center"><strong><A HREF="#parti">
                                     PART I</A>
</strong></p>

<p><A HREF="#item1">
Item 1.   Business</A><br>

<p><A HREF="#item2">
Item 2.   Properties</A><br>

<p><A HREF="#item3">
Item 3.   Legal Proceedings</A><br>

<p><A HREF="#item4">
Item 4.   Submission of Matters to a Vote of Security Holders</A><br>

<p align="center"><strong><A HREF="#partii">
                                     PART II</A>
</strong></p>

<p><A HREF="#item5">
Item 5.   Market for Registrant's Common Stock and Related Stockholder Matters</A><br>

<p><A HREF="#item6">
Item 6.   Selected Financial Data</A><br>

<p><A HREF="#item7">
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations</A><br>

<p><A HREF="#item7a">
Item 7A.      Quantitative and Qualitative Disclosure About Market Risks</A><br>


<p><A HREF="#item8">
Item 8.   Financial Statements and Supplementary Data</A><br>

<p><A HREF="#item9">
Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure</A><br>

<p align="center"><strong><A HREF="#partiii">
                                     PART III</A>
</strong></p>

<p><A HREF="#item10">
Item 10.  Directors and Executive  Officers of the Registrant</A><br>

<p><A HREF="#item11">
Item 11.  Executive  Compensation</A><br>

<p><A HREF="#item12">
Item 12.  Security Ownership of Certain Beneficial Owners and Management</A><br>

<p><A HREF="#item13">
Item 13.  Certain  Relationships and Related  Transactions</A><br>

<p align="center"><strong><A HREF="#partiv">
                                     PART IV</A>
</strong></p>

<p><A HREF="#item14">
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K<br>



<p align="left"><strong>
<A HREF="#sign">
Signatures
</strong></p>






<A NAME="parti">
<p align="center"><strong> PART I </strong></A></p>

<A NAME="item1">
<p><strong>Item 1. <i>Business</i></strong></A></p>

<p><strong>General</strong></p>

</B><P>JDS Uniphase Corporation is the result of a merger between Uniphase
Corporation (&quot;Uniphase&quot;) and JDS FITEL Inc. (&quot;JDS FITEL&quot;),
pursuant to which they combined their operations on June 30, 1999. Historic
information included or incorporated by reference in this Annual Report on Form
10-K that is specific to Uniphase Corporation or JDS FITEL Inc. is specifically
described as &quot;Uniphase&quot; or &quot;JDS FITEL&quot; information,
respectively. References to &quot;we,&quot; &quot;us&quot;, &quot;our&quot; ,
the &quot;Company&quot; and &quot;JDS Uniphase&quot; refer to the combined
entity resulting from the merger.</P>

<P>We are a leading provider of advanced fiber optic components and modules.
These products are sold to the world's leading telecommunications and cable
television system and subsystem providers, which are commonly referred to as
OEMs and include established system providers, such as Alcatel, Ciena, Cisco,
Corning, Lucent, Marconi, Motorola, Nortel, Scientific Atlanta, Siemens and
Tyco, along with emerging system providers, such as Corvis, ONI
Systems, Juniper Networks and Sycamore.  These telecommunication system and
subsystem providers use these components and modules as the building blocks for
the systems that they ultimately supply to telecommunications carriers such as
AT&amp;T, WorldCom, Qwest and Sprint.</P>

<P>Our products are basic building blocks for fiber optic networks and perform
both optical-only, commonly referred to as &quot;passive&quot; functions, and
optoelectronic, commonly referred to as &quot;active&quot; functions, within
fiberoptic networks. Our products include semiconductor lasers, high-speed
external modulators, transmitters, amplifiers, couplers, multiplexers,
circulators, tunable filters, optical switches and isolators for fiberoptic
applications. We also supply our OEM customers with test instruments for both
system production applications and network installation. In addition, we design,
manufacture and market laser subsystems for a broad range of OEM applications,
optical display and projection products used in computer displays and other
similar applications and light interference pigments used in security products
and decorative surface treatments.</P>

<P>The Company was incorporated in Delaware in October 1993.  We are the product
of several strategic mergers and acquisitions, including  the June 30, 1999
combination of Uniphase and JDS FITEL. During  2000 alone we acquired the
following companies and businesses, in chronological order: AFC Technologies
(&quot;AFC&quot;), Ramar Corporation (&quot;Ramar&quot;), EPITAXX, Inc.
(&quot;EPITAXX&quot;), SIFAM Limited (&quot;SIFAM&quot;), Oprel Technologies
Inc. (&quot;Oprel&quot;), IOT Limited (&quot;IOT&quot;), Optical Coating
Laboratory, Inc. (&quot;OCLI&quot;), Cronos Integrated Microsystems, Inc.
("Cronos"), Fujian Casix Lasers Inc. (&quot;Casix&quot;) and E-TEK Dynamics,
Inc. (&quot;E-TEK&quot;). </P>
<P> </P>

<p><strong>Industry Background</strong></p>

<P>Businesses and consumers are increasingly accessing public telecommunications
networks to communicate, collect and distribute information. The explosive
growth of the Internet, coupled with the increasing volume of data and video
traffic across corporate and public internets and intranets has fueled the
continuing and rapidly growing demand for more network capacity in both
telecommunications and cable television networks. In response to this growing
demand, telecommunications service providers have been deploying new fiberoptic
systems or upgrading existing fiberoptic systems in order to significantly
increase the capacity of their networks. Given the inherently faster speed of
light signals in fiberoptic networks and their immunity from electromagnetic
interference, fiberoptic systems have become the preferred solution for
increasing network capacity. Today, fiberoptic cable is the primary medium for
long-haul telecommunications and cable television networks and is making inroads
to replace copper in the shorter distance metropolitan, or metro markets that
serve larger metropolitan and other public networks with transmission distances
of less than 100 kilometers.</P>

<P>Demands for increased capacity in fiberoptic networks have led, in recent
years, to a proliferation of an advanced method of transmitting multiple signals
at slightly different wavelengths through a single fiber to achieve efficient
use of fiber capacity. This technique, which is referred to as wavelength
division multiplexing, or WDM, requires separate source lasers emitting slightly
different wavelengths for each signal or "channel''.  Each signal or
&quot;channel&quot; carries a separate voice or data transmission.  Once the
signal is generated, more complex modulators and optical amplifiers control and
amplify the signal in the network to ensure that the voice or data transmission
signal reaches its destination quickly and reliably. WDM systems, which were
originally designed for eight separate wavelengths or channels in 1996, are
currently being developed to carry over 160 separate channels. This increasingly
complex design for WDM systems has contributed to the need for
telecommunications system suppliers to rely on third party, merchant suppliers,
to provide higher performance components and, ultimately, integrated
combinations of components, or &quot;modules&quot;.</P>

<P>A typical WDM system consists of a large number of interdependent active
optoelectronic and passive optical components. An active component is a device
that has both optical and electronic properties while a passive component only
performs its functions in the optical domain. Generally, active components
generate, encode, amplify or detect optical signals, while passive components
are used to mix, filter, adjust and stabilize the optical signals in advanced
fiberoptic networks. Both active and passive components are needed to achieve a
system's specifications for speed, performance and reliability. To minimize the
number of components, and thereby reduce costs and improve system reliability,
telecommunications equipment manufacturers are increasingly requiring the
integration of multiple components into single, integrated modules, which
combine a number of components into a single functional unit within the network
architecture. For example, a module such as an Erbium Doped Fiber Amplifier
(EDFA) is comprised of multiple passive and active components.  According to
Ryan Hankin Kent, Inc. or &quot;RHK&quot; (a market research company
specializing in telecommunications), the market for EDFAs alone is expected to
grow from $790 million in 1999 to $3.9 billion in 2003. </P>

<P>The current demand for increased capacity in fiberoptic telecommunications
and cable television networks has caused the complexity and performance
requirements of newly deployed fiberoptic networks to substantially increase
while product life cycles for these network systems decrease. OEM system
suppliers are under pressure from their customers to provide higher capacity and
more complex, and at the same time more flexible, systems in shorter time
periods and at reduced costs. These same pressures apply at all levels of their
system products, including components and modules. These increasing performance
requirements and associated development costs are making it more difficult for
many OEM suppliers to compete effectively by vertically integrating their own
components and modules. The growing complexity of these network systems also
results in a substantial increase in the number of components that the OEM
supplier must utilize to achieve desired system level performance. For example,
next-generation systems are expected to reach transmission speeds of 40 Gbp/s
with channel counts surpassing 160. There will need to be source lasers,
modulators, and receivers for every channel, as well as more powerful amplifiers
and additional components to combat spectral issues that develop in the signal
at 40 Gbp/s. At the same time, the need for increased flexibility within a
fiberoptic network, combined with cost reduction pressures, is driving demand
for systems that reduce, and ultimately, eliminate altogether, the need for
electronic switching and regeneration of optical signals.  The goal of these so
called &quot;all optical&quot; networks is to keep a signal entirely in the
optical domain from beginning to end of the network.  To accomplish this,
optical components will need to perform every function in the network, many of
which are currently accomplished by electronics.</P>

<P>All of these factors, the increasing system performance requirements, the
need for more components and modules to provide the higher channel counts and
higher transmission speeds demanded by the market, the increasing complexity of
these components and modules, along with the need to reduce costs and shorten
time to market, are making it more difficult for the established
telecommunications system providers to design, develop and manufacture these
components and modules, while at the same time providing the network backbone to
meet the market demand.  Moreover, emerging system providers, which typically
have little or no internal component manufacturing capability, must rely
exclusively on a robust supply chain from merchant component and module
suppliers to meet their needs.</P>

<P>In lieu of qualifying a different vendor for each of these components, OEM
system suppliers are seeking fewer vendors for a greater variety of components
and integrated modules. A single vendor of multiple components or modules has
the ability to design these products to interact more effectively within a
network infrastructure and to optimize performance between them when installed
in a single network system. Given these factors, there is an increasing trend by
established OEMs to reduce the level of their vertical integration at the
component and module level and to focus on the overall system design and
architecture of their products, which has historically been the primary means by
which those OEM system suppliers have differentiated themselves from their
competitors. Coupled with the developing demand from emerging system suppliers,
the merchant component manufacturers are facing unprecedented demand.</P>


<p><strong>Our Technology and Products</strong></p>

<P>Our product offering consists of a broad range of components and modules
enabling our customers to satisfy all of their requirements through &quot;one-
stop&quot; shopping at a single supplier.  We have two principal operating
segments: Components and Modules.  Financial information about our segments and
geographical regions are included in Note 10 to our consolidated financial
statements included in our Current Report on Form 8-K filed with the SEC on
September 1, 2000 and is herein incorporated by reference.</P>

<B><P>Components</P>
</B>
<P>Our component products include both active and passive products. Active
products include source lasers for cable television and telecommunications, pump
lasers, external modulators, photodetectors, receivers, and integrated laser
modulator assemblies. Passive components include isolators, WDM couplers,
monitor tap couplers, gratings, circulators, optical switches, tunable filters,
micro-electro-mechanical-systems, wavelength lockers and switches. </P>

<I><P>Source Lasers</I>. At the beginning of the network, a source laser powers
the initial signal that will be transmitted over the network. These source
lasers are characterized by their wavelength and power levels and operate most
efficiently at the 1550-nanometer wavelength range for general
telecommunications networks and 1310-nanometer or 1550-nanometer for cable
television telecommunications networks. Power, which is measured in milliwatts,
generally determines the ability of the source laser to transmit over longer
distances, with higher power source lasers enabling greater initial transmission
distances. A single source laser is required for each channel in a WDM system.
</P>

<P>We supply both 1550-nanometer and 1310-nanometer diode lasers as sources for
telecommunications and cable television transmitters. These lasers are either
continuous wave for use with external modulators or directly modulated. For
long-haul WDM systems, lasers at up to 20 milliwatts of power are produced to
operate at the many desired optical wavelengths and used in conjunction with
current 2.5 and 10 gigabit per second external lithium niobate modulators, and
40 gigabit per second lithium niobate modulators in development. Directly
modulated 2.5 gigabit per second lasers are used for short-reach fiberoptic
systems. For cable television, higher power (60 milliwatts) 1550-nanometer
continuous wave lasers are used for externally modulated trunk transmitters and
directly modulated 1310-nanometer analog lasers are used for distribution
transmitters.</P>

<I><P>Modulators.</I> Modulators turn the source light on and off to encode and
send the information throughout the network. Modulation can be achieved either
by directly turning the laser light source on and off or externally by
transmitting or alternating a continuous source laser signal to achieve the same
on and off effect. Lower performance, shorter distance network systems are
better suited for direct modulation, while other systems are designed to utilize
external modulators to encode the information signal. We produce both direct and
external modulators used in fiberoptic telecommunications systems.</P>

<I><P>Pump Lasers</I>. Pump lasers are used in optical amplifiers within
networks to regenerate the light signal that naturally suffers loss over
distance within the network. The advent of the optical amplifier in the early
1990s has permitted the development of today's advanced fiberoptic networks by
eliminating the need within those networks to convert attenuated optical signals
back into the electrical domain to amplify these signals for continued
transmission over distances now exceeding 600 kilometers. Optical amplifiers
each contain from one to six pump lasers depending on amplifier performance
requirements. </P>

<P>We supply 980-nanometer pump lasers that are used in optical amplifiers.
These pumps are used
to energize the erbium-doped fiber that comprises the amplifier. Output power
from the pump modules is in the range of 70 to 200 milliwatts. Optical
amplifiers are commonly used in 1550-nanometer fiber systems that exceed 60
kilometers in length. </P>

<I><P>Optical Photodetectors and Receivers</I>.  Receivers and photodetectors
detect the optical signals and convert them back into an electronic signals. We
supply optical photodetectors and receivers for fiberoptic telecommunications
and cable television networks.  Receivers are used in WDM products for each
channel at both sides of the fiberoptic link as wavelength translation is
required. Photodetectors are used throughout a network to monitor a variety of
statistics including power levels and channel count.</P>

<I><P>Couplers, Filters, Isolators and Circulators</I>. WDM couplers are used to
split and combine signals in an optical network. We supply WDM demultiplexers
and access/bi-directional couplers. Many of these products are based on thin-
film filters, microlenses and/or special optical materials. The WDM products are
generally used at the receiver and have one output port for each system
wavelength. </P>

<P>Isolator products are used to cause light signals in a network to propagate
in one direction within a network, but prevent that signal from returning in the
opposite direction. Circulators are similar to isolators in causing light in a
system to flow in only one direction, but are different in that circulators
incorporate multiple ports and use these multiple ports to perform a routing
function within the network. We supply various types of isolators, circulators
and we also produce tunable narrow-bandpass filters that are wavelength-tunable
by voltage control.</P>

<I><P>Switches and Attenuators</I>. Optical switches are used to route and
switch signals to different destinations within networks. Attenuators are used
to adjust the power of the optical signal to be compatible with the optical
receivers within a network system. </P>
<P>We supply fixed and variable attenuators and switches. The attenuators are
used in multiple locations in a network, including at the receiver for
performance optimization. Switches are being widely used for path protection,
shared signal monitoring and bandwidth provisioning. Switches will also be key
in future networks for other reconfigurability and cross-connect applications.
We also supply custom design switching modules of sub-assemblies primarily for
optical-path protection. The complexity of these switches varies and is
determined in large part by the number of fiber paths that come in and out of
the switch, and we offer switches with as many as 32 inbound and 32 outbound
light paths.</P>

<P>We also supply a line of switches and attenuators based on the micro-electro-
mechanical-systems (&quot;MEMS&quot;) technology which uses traditional
semiconductor process techniques to produce compact, high-performance, and
reliable applications at a low cost in high volume.  </P>

<I><P>Fiber Bragg Gratings</I>. We supply fiber Bragg gratings to separate and
filter multiple wavelengths of light propagating in the same fiber. These
gratings are generally used in signal monitoring, dispersion compensation and
gain flattening applications.</P>

<I><P>Wavelength Lockers</I>. We supply wavelength lockers that are used to
stabilize the wavelength of lasers used in dense WDM transmission systems. These
lockers ensure that, over the lifetime of the system, the wavelength of a source
laser does not drift to interfere with an adjacent wavelength channel. The
locker operates by filtering and detecting a small amount of the source-laser
light and providing a stabilizing feedback signal to the laser.</P>

<B><P>Modules</P>
</B>
<P>Capitalizing on our broad range of active and passive components, we also
develop and manufacture modules for telecommunications and cable television
systems. Modules are assemblies of optical and optoelectronic components, and
can be combined with a limited amount of electronics, in a single compact
package. Our module products include amplifiers, add-drop multiplexers,
transmitters, transceivers and test instruments for optical components. A brief
description of our module products are as follows:</P>

<I><P>Amplifiers</I>. We supply both Raman and EDFA optical amplifiers. These
amplifiers are designed to boost the WDM optical signals without reconversion to
electrical signal and permit an optical signal to travel a greater distance
between electronic terminals and regenerators. These modules include multiple
passive and active components such as couplers, isolators, pump combiners and
pump lasers.</P>

<I><P>Add-Drop Multiplexers</I>. We supply add-drop multiplexers that allow
systems to add and drop optical signals without reconversion to an electrical
signal. For example, a system operating from San Francisco to New York can drop
one signal in Chicago and add another allowing for greater network flexibility.
The modules include multiple components such as switches, fiber Bragg gratings
and attenuators.</P>

<I><P>Transmitters</I>. We manufacture transmitters that combine source lasers,
modulators, wavelength lockers and electronic drivers so that the signal is
created and encoded in a single package.</P>

<I><P>Transceivers.</I> In addition to transmitters we also offer transceivers
that combine transmitters with receivers so that signals can be generated and
encoded or received and detected in a single package. These modules would be
installed at the beginning and end of a system.</P>

<I><P>Cable Television Transmitters and Amplifiers</I>. In cable television
networks we supply externally modulated transmitters for trunk-line
applications, directly modulated transmitters for the distribution portion of
cable television networks, return-path lasers for interactive communications and
transmitters providing both analog and digital signals to the recipient. </P>
<P> </P>
<I><P>Telecommunications Specialty Modules and Instruments</I>. We supply a
number of specialty products for multi-gigabit fiberoptics systems. In
particular, we provide some of the transmit/receive instrumentation modules used
to design and test such systems. We also provide a variety of variable-bit rate
receivers and OC-48 transmit/receive products that operate over extended
temperature ranges.</P>

<I><P>Test Instruments</I>. Test instruments are used for testing and measuring
optical components. Many of the test instruments were originally developed for
evaluating our own optical components during the design and production phases.
An example of a test instrument is the series polarization meter, which performs
high resolution measurement of polarization dependent loss (an important
parameter for optical amplifier components used in undersea applications) in
real time. This allows for dynamic fine-tuning of components during assembly.
Other test instruments include return loss meters, broadband noise sources and
swept wavelength test systems (certain of which allow for high speed optical
spectral analysis of components such as dense WDM demultiplexers), controllable
attenuators and programmable switches. Controllable attenuators include manually
adjustable or programmable attenuators for laboratory and automated production
testing. Network attenuators perform power management functions in WDM links.
Programmable switches include matrix switches, which are used mainly in
automated test stations for manufacturing or reliability testing. Switches are
also key building blocks for network elements such as remote fiber testing
systems and automated fiber patch panels.</P>

<B><P>Other Products</P>
</B>
<P>In addition to our core optical components and modules business, we also
manufacture and supply laser subsystems for a broad range of OEM applications,
optical display and projection products used in computer displays and other
similar applications and light interference pigments used in security products
and decorative surface treatments.</P>

<P>Our principal laser subsystem products consist of air-cooled argon gas laser
subsystems, which generally emit blue or green light, Helium-Neon laser
subsystems, which generally emit red or green light, and solid state lasers,
which generally emit infrared, blue or green light. These systems consist of a
combination of a laser head containing the lasing medium, power supply, cabling
and packaging, including heat dissipation elements. </P>

<P>Optical display and projection products control the brightness, contrast and
resolution of next generation display products including computer displays,
digital image projectors, flat panel displays, scanners and personal digital
assistants (commonly known as PDAs). </P>

<P>Light interference pigments achieve unique color shifting characteristics in
security products and decorative surface treatments.  Security related products
include bank notes, passports, credit cards, tax stamps and brand protection
labels.  Decorative surface treatments include automotive paint, cosmetics,
electronic cases and apparel.</P>

<P>&nbsp;</P>
<B><P>Company Strategy</P>
</B>
<P>Our goal is to maintain and expand our position as a leading merchant
supplier of advanced components and modules to the rapidly growing
telecommunications and cable television networking marketplace. The key elements
of our business strategy are as follows:</P>


<UL>
<I><LI>Offer a Comprehensive Portfolio of Fiberoptic Components</I>. We seek to
position ourselves as a "one-stop'' source for an increasingly greater variety
of components and for both the established network system providers as well as
the burgeoning number of emerging system providers.  As our customers continue
to reduce the number of suppliers of components and modules for their systems,
we strive to provide the capacity and expertise to effectively partner with our
customers to provide a comprehensive solution to their component and module
needs.</LI></UL>



<UL>
<I><LI>Develop Modules to Improve Customer Time-to-Market</I>.  Our customers
continue to seek an increase in the level of integration in the optoelectronic
and optical products that they purchase from their suppliers. We believe that
reductions in the number of component integration and manufacturing steps
required at the customer level enable these customers to better focus their time
and resources on aspects of their business that leverage their core competencies
and their competitive advantages over other system providers. Through close
relationships with our customers, we try to understand their needs at an early
stage in their product development cycles and to design our products to meet
these specific performance and time-to-market needs. We believe that our core
competencies in both passive and active components will enable us to design our
module-level solutions quickly and effectively. </LI></UL>

<UL>
<I><LI>Increase Manufacturing Capacity</I>. As customer demand for our products
continues to grow, we are focused on significantly increasing our manufacturing
capacity through a number of initiatives including facility expansion, enhanced
manufacturing efficiencies, automation and outsourcing. We continue to add
people, space and equipment at our facilities throughout the world while
simultaneously initiating development efforts that involve both enhancement and
optimization of existing manufacturing techniques and development of new, more
automated manufacturing solutions. In addition, we are also looking to outsource
certain steps of the manufacturing process where partners may help remove
production bottlenecks and create a more cost-effective process and scalable
process.</LI></UL>



<UL>
<I><LI>Maintain Technology Leadership and High Product Reliability.</I> We
consider our technological and product leadership and our existing customer
relationships to be critical to our continued success. We believe one of the
barriers to entry in the long-haul, metro and submarine telecommunications
markets is the life-test and quality control criteria established by Telcordia,
one of the world's foremost commercial research and development organizations
for communications applications. Our new product development often leverages our
existing Telcordia test data, enabling us to use our significant library of
life-test and quality control data to qualify new products more quickly than our
competitors, who may have less available test data. Our research and development
efforts continue to focus on the advanced technologies critical to our success
in meeting our customers demands for higher channel count systems, increased
power, higher speed modulation, all optical networking and module level
integration.</LI></UL>



<UL>
<I><LI>Partner with our Customers</I>. We work closely with our customers from
initial product design through to manufacturing and delivery. By engaging with
our customers at every level, we seek to partner with them at the early stages
of system development so that we can provide them with all of their component
and module needs through customized design and manufacturing. Maintaining strong
customer relationships is critical to our company's growth and every effort is
made to ensure that our customers' needs are met.  </LI></UL>

<I>

<UL>
<LI>Seek Complementary Mergers and Acquisitions. </I>The telecommunications
industry is experiencing rapid consolidation and realignment because of
globalization, deregulation and rapidly changing competitive technologies such
as fiberoptics for cable television, wireless communications and the Internet.
We have grown in part by acquiring or merging with telecommunications businesses
and may continue to do so in the future. We frequently evaluate strategic
opportunities and intend in the future to actively pursue acquisitions of
additional products, technologies and businesses<I>. </LI></UL>

<DIR>

</I><P>Although we expect to be successful in implementing our strategy, our
statements about our strategy are forward looking.  We cannot predict the future
and many factors, some within and some outside of our control may cause us to
fail to achieve one or more of our strategic goals.  Some of these factors are
discussed under &quot;Risk Factors&quot; below.</P>

<B><P>&nbsp;</P></DIR>

<P>Recent Developments</P>
</B>
<p>On July 10, 2000, we entered into a definitive agreement to merge with SDL, Inc., a Delaware
corporation, in a transaction valued at approximately $41 billion based on July 7, 2000 closing
stock prices. The merger agreement provides for the exchange of 3.8 shares of our Common Stock
for each common
share of SDL. Completion of the transaction is subject to customary closing conditions,
including the approval of stockholders' of both companies and regulatory approvals. Following
completion of the transaction, SDL will operate as our wholly-owned subsidiary. SDL, Inc.
designs, manufactures and sells
semiconductor lasers, laser-based systems, and fiber optic related solutions. </p>

<p>A complete description of the transaction and the risks and uncertainties associated therewith
are set forth in our Registration Statement on Form S-4 filed with the SEC on September 7, 2000
and this summary is qualified in its entirety by such Registration Statement. Among other
things, the completion of
the pending merger is subject to risks and uncertainties, including, without limitation, those
risks and uncertainties described under the heading "Risk Factors" in the Registration
Statement.</p>

<B>
<P>Sales and Marketing</P>

</B>
<P>We market our telecommunications components to OEMs through our direct sales
force in North America, Asia, Europe and Australia. In addition, we sell our
products through distributors and manufacturers' representatives in North
America, Europe, Asia, South America, the Middle East and Australia. Selected
OEM customers for telecommunications components include:</P>

<P ALIGN="CENTER"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=3 WIDTH=700
<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Alcatel
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Juniper Networks
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
ONI Systems
</TD>
</TR>

<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Ciena
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Lucent
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Scientific Atlanta
</TD>
</TR>

<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Cisco
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Marconi
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Siemens
</TD>
</TR>

<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Corning
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Motorola
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Sycamore
</TD>
</TR>

<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Corvis
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Nortel
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>

Tyco
</TD>
<TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>


&nbsp;
</TD>
</TR>
</TABLE>







<P>&nbsp;</P>




<P>We market our laser subsystem products, optical display and projection
products and light interference pigments through our direct sales force and
worldwide network of representatives and distributors. </P>

<B><P>Customer Support and Service</P>
</B>
<P>We believe that a high level of customer support is necessary to successfully
develop and maintain long-term relationships with all our customers. With
respect to our core telecommunications businesses, each relationship begins at
the design-in phase and is maintained as customer needs change and evolve. We
provide direct service and support to our OEM customers through our offices in
North America and Europe.</P>

<B><P>Research and Development</P>
</B>
<P>During fiscal years 2000, 1999 and 1998, JDS Uniphase incurred research and
development expenditures of $113.4 million, $27.0 million and $14.8 million,
respectively.</P>

<P>We are currently developing new and enhanced telecommunications components
and modules and expanding our manufacturing capability for these products. Once
the design of a product is complete, our engineering efforts shift to enhance
both the performance of that product and our ability to manufacture it at higher
volumes and at lower cost. For the telecommunications marketplace, we continue
to increase the power output of our pump lasers and the number of source lasers
available for multi-channel applications and to develop several other optical
switching technologies. Higher performance modulators and transmitters are under
development, as are advanced multi-gigabit modulators. We continue to develop
packaging technology for a number of our optoelectronic components so as to
enable us to supply more integrated, packaged modules to our customer base.</P>

<B><P>&nbsp;</P>
<P>Manufacturing</P>
</B>
<P>The following table sets forth our main locations and the primary products
manufactured at each location:</P>

<P ALIGN="CENTER"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=3 WIDTH=700>
<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3><B>
Location
</B></TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3><B>
Products
</B></TD>
</TR>


<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Canada, Nepean
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Optical amplifiers, wave division multiplexers, couplers,
circulators, switches, tunable filters, isolators and test
instruments for telecommunications, waveguides and attenuators
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Netherlands, Eindhoven
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Source lasers, semiconductor optical amplifiers, pump lasers for
optical amplifiers and polymer waveguide optical switches
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Connecticut, Bloomfield
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Modulators and wavelength lockers
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Switzerland, Zurich
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Pump lasers
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Pennsylvania, Chalfont
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Cable television transmitters and amplifiers, transceivers
for telecommunications
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Florida, Melbourne
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Test instruments, transmitters and transceivers for telecommunications
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Australia, Sydney
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Fiber Bragg gratings
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
California, San Jose
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Add-drop multiplexer modules, wave division multiplexers
couplers, circulators, switches, isolators, optical amplifiers
and laser subsystems
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
California, Santa Rosa
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Thin film filters, optical display and projection products
and light interference pigments
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
United Kingdom, Plymouth
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Laser packaging for telecommunications, fused couplers
</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
United Kingdom, Whitney
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Fiber Bragg gratings for 980nm pump lasers
</TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
New Jersey, Trenton
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Optical photodetectors and receivers
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
North Carolina, Raleigh-Durham
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Micro-electro-mechanical-systems
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
China, Fuzhou
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
YVO4 and lithium niobate crystals
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
China, Shenzen
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Isolators and wave division multiplexers
</TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Taiwan, Taipei
</TD>
<TD WIDTH="75%" VALIGN="TOP">
<P ALIGN="JUSTIFY"><FONT SIZE=3>
Couplers and isolators
</TD>
</TR>
</TABLE>



<P>&nbsp;</P>
<B><P>Sources and Availability of Raw Materials</P>
</B>
<P>Our policy is to establish at least two sources of supply for materials
whenever possible, although we do have some sole source supply arrangements.  The loss
or interruption of such arrangements could have an impact on our ability to deliver
certain products on a timely basis.</P>
<B>

<P>Competition</P>
</B>
<P>The industries in which we sell our products are highly competitive. In all
aspects of our business, we face intense competition from established
competitors and the threat of future competition from new and emerging
companies. Our overall competitive position depends upon a number of factors,
including the price, performance and reliability of our products, the breadth of
our product line, our level of customer service, the quality of our
manufacturing processes, the compatibility of our products with existing
telecommunications and cable television network architectures and our ability to
participate in the growth of emerging technologies.</P>

<P>In the telecommunications markets, we face competition from companies that
have substantially greater financial, engineering, research, development,
manufacturing, marketing, service and support resources, greater name
recognition than us and long-standing customer relationships. These competitors
include, without limitation, Alcatel, Agilent, Avanex, Chorum, Coherent,
Corning, Fujitsu, Furukawa, Harmonic, Lightpath Technologies, Lucent, Motorola,
New Focus, Nortel, Pirelli, SDL, Sumitomo Cement Opto Electronics Group and
Tyco.</P>

<B><P>Patents and Proprietary Rights</P>
</B>
<P>Intellectual property rights that apply to our various products include
patents, trade secrets and trademarks. Because of the rapidly changing
technology and a broad distribution of patents in the optoelectronics industry,
our intention is not to rely primarily on intellectual property rights to
protect or establish our market position. We do not intend to broadly license
our intellectual property rights unless we can obtain adequate consideration or
enter into acceptable patent cross-license agreements. We hold approximately 375
U.S. patents and 383 Foreign patents.</P>

<B><P>Backlog</P>
</B>
<P>&#9;Backlog consists of written purchase orders for products for which we
have assigned shipment dates within the following 12 months.  As of June 30,
2000 our backlog was approximately $931 million including the backlog
acquired from E-TEK as compared to a backlog of approximately
$156 million at June 30, 1999. Orders in backlog are firm, but are subject to
cancellation or rescheduling by the customer.  Because of possible changes in
product delivery schedules and cancellation of product orders and because our
sales will often reflect orders shipped in the same quarter in which they are
received, our backlog at any particular date is not necessarily indicative of
actual sales for any succeeding period.  Certain of our customers have adopted
"just in time" techniques with respect to ordering the Company's products, which
will cause us to have shorter lead times for providing products.  Such shorter
lead times are likely to result in lower backlog.</P>

<B><P>Employees</P>
</B>
<P>At June 30, 2000, we had a total of approximately 19,000 full-time employees
worldwide, including 1,540 in research, development and engineering, 545 in
sales, marketing and service, approximately 15,886 in manufacturing, and 1,041in
general management, administration and finance. We intend to hire additional
personnel during the next 12 months in each of these areas. Our future success
will depend in part on our ability to attract, train, retain and motivate highly
qualified employees, who are in great demand. There can be no assurance that we
will be successful in attracting and retaining such personnel. Except for our
Netherlands and Germany operations, our employees are not represented by any
collective bargaining organization. Most hourly and salaried employees in the
Netherlands are represented by the Philips Collective Labor Agreement. We have
never experienced a work stoppage, slowdown or strike. We consider our employee
relations to be good.</P>

<B><P>&nbsp;</P>
<P>Risk Factors</P>
</B><P> </P>
<B><P>Difficulties We May Encounter Managing Our Growth Could Adversely Affect
Our Results Of Operations</P>
</B><P> </P>
<P>We have historically achieved growth through a combination of internally
developed new products and acquisitions. Our growth strategy depends on our
ability to continue developing new components, modules and other products for
our customer base. However, along with internal new product development efforts
as part of this strategy, we expect to continue to pursue acquisitions of other
companies,  technologies and complementary product lines. The success of each
acquisition will depend upon:</P>


<UL>

<UL>
<LI>our ability to manufacture and sell the products of the businesses
acquired;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>continued demand for these acquired products by our customers;</LI></UL>
</UL>



<UL>

<UL>
<LI>our ability to integrate the acquired business' operations, products and
personnel;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>our ability to retain key personnel of the acquired businesses;
and</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>our ability to expand our financial and management controls and reporting
systems and procedures.</LI></UL>
</UL>

<P> </P>

<I><P>Difficulties In Integrating New Acquisitions Could Adversely Affect Our
Business</P>
</I><P> </P>
<P>Critical to the success of our growth is the ordered, efficient integration
of acquired businesses into our organization and, with this end, we have in the
past spent and continue to spend significant resources. If our integration
efforts are unsuccessful, our businesses will suffer. We are the product of
several substantial combinations, mergers and acquisitions, including, among
others, the combination of Uniphase and JDS FITEL on June 30, 1999, and the
acquisitions of OCLI on February 4, 2000 and E-TEK on June 30, 2000.
Currently, we have a pending merger with SDL, Inc. which remains subject to
stockholder and regulatory approvals.
Each combination, merger and acquisition, presents unique product, marketing,
research and development, facilities, information systems, accounting, personnel
and other integration challenges. In the case of several of our acquisitions,
including Uniphase Laser Enterprise in March 1997, Uniphase Netherlands in June
1998, and Cronos Integrated Microsystems, Inc. and Fujian Casix Laser, Inc. in
April 2000, we acquired businesses that had previously been engaged primarily in
research and development and that needed to make the transition from a research
activity to a commercial business with sales and profit levels that are
consistent with our overall financial goals. This transition is in its early stages
at Cronos. It has also not yet been completed at Uniphase Netherlands, which
continues to operate at higher expense levels and lower gross margins than those
required to meet our profitability goals. Also, our information systems and
those of the companies we acquired are often incompatible, requiring substantial
upgrades to one or the other. Further, our current senior management is a
combination of the prior senior management teams of Uniphase, JDS FITEL, and
OCLI, several of whom have not previously worked with other members of
management. Our integration efforts may not be successful, and may result in
unanticipated operations problems, expenses and liabilities and the diversion of
management attention. Consequently, our operating results would suffer.</P>
<P> </P>
<P>We often incur substantial costs related to our combinations, mergers and
acquisitions. For example, we have incurred direct costs associated with the
combination of Uniphase and JDS FITEL of approximately $12 million, incurred
approximately $8 million associated with the acquisition of OCLI and incurred
approximately $92 million associated with the acquisition of E-TEK.
We expect to continue to incur substantial costs relating to our pending merger
SDL, Inc.
We may incur additional  material charges in subsequent quarters to reflect additional
costs associated with these and other combinations and acquisitions which will be
expensed as incurred.</P>
<P> </P>
<I><P>If We Fail To Efficiently Integrate Our Sales And Marketing Forces, Our
Sales Could Suffer</P>
</I><P> </P>
<P>Our sales force is and will in the future be a combination of our sales force
and the sale forces of the businesses we acquired, which must be effectively
integrated for us to remain successful. Our combinations, mergers and
acquisitions often result in sales forces differing in products sold, marketing
channels used and sales cycles and models applied. Accordingly, we may
experience disruption in sales and marketing in connection with our efforts to
integrate our various sales and marketing forces, and we may be unable to
efficiently or effectively correct such disruption or achieve our sales and
marketing objectives if we fail in these efforts. Our sales personnel not
accustomed to the different sales cycles and approaches required for products
newly added to their portfolio may experience delays and difficulties in selling
these newly added products. Furthermore, it may be difficult to retain key sales
personnel. As a result we may fail to take full advantage of the combined sales
forces' efforts, and one company's sales approach and distribution channels may
be ineffective in promoting another entity's products, all of which may
materially harm our business, financial condition or operating results.</P>
<P> </P>
<I><P>We May Fail To Commercialize New Product Lines</P>
</I><P> </P>
<P>We intend to continue to develop new product lines to address our customers'
diverse needs and the several market segments in which we participate. If we
fail, our business will suffer. As we target new product lines and markets, we
will further increase our sales and marketing, customer support and
administrative functions to support anticipated increased levels of operations
from these new products and markets as well as growth from our existing
products. We may not be successful in creating this infrastructure nor may we
realize any increase in the level of our sales and operations to offset the
additional expenses resulting from this increased infrastructure. In connection
with our recent acquisitions, we have incurred expenses in anticipation of
developing and selling new products. Our operations may not achieve levels
sufficient to justify the increased expense levels associated with these new
businesses.</P>
<P> </P>
<I><P>Any Failure Of Our Information Technology Infrastructure Could Materially
Harm Our Results Of Operations</P>
</I><P> </P>
<P>Our success depends, among other things, upon the capacity, reliability and
security of our information technology hardware and software infrastructure. Any
failure relating to this infrastructure could significantly and adversely impact
the results of our operations. In connection with our growth, we have identified
the need to update our current information technology infrastructure and expect
to incur significant costs relating to this upgrade. Among other things, we are
currently unifying our manufacturing, accounting, sales and human resource data
systems using an Oracle platform, expanding and upgrading our networks and
integrating our voice communications systems.</P>
<P> </P>
<P>We must continue to expand and adapt our system infrastructure to keep pace
with our growth. Demands on infrastructure that exceed our current forecasts
could result in technical difficulties. Upgrading the network infrastructure
will require substantial financial, operational and management resources, the
expenditure of which could affect the results of our operations. We may not
successfully and in a timely manner upgrade and maintain our information
technology infrastructure, and a failure to do so could materially harm our
business, results of operations and financial condition.</P>
<P> </P>
<B><P>We Are Subject To Manufacturing Difficulties</P>
</B><P> </P>
<I><P>If We Do Not Achieve Acceptable Manufacturing Volumes, Yields Or
Sufficient Product Reliability, Our Operating Results Could Suffer</P>
</I><P> </P>
<P>The manufacture of our products involves highly complex and precise
processes, requiring production in highly controlled and clean environments.
Changes in our manufacturing processes or those of our suppliers, or their
inadvertent use of defective or contaminated materials, could significantly
reduce our manufacturing yields and product reliability. Because the majority of
our manufacturing costs are relatively fixed, manufacturing yields are critical
to our results of operations. Some of our divisions have in the past experienced
lower than expected production yields, which could delay product shipments and
impair gross margins. These divisions or any of our other manufacturing
facilities may not maintain acceptable yields in the future.</P>
<P> </P>
<P>For example, our existing JDS Uniphase Netherlands facility has not achieved
acceptable  manufacturing yields since the June 1998 acquisition, and there is
continuing risk attendant to this facility and our manufacturing yields and
costs. To the extent we do not achieve acceptable manufacturing yields or
experience product shipment delays, our business, operating results and
financial condition would be materially and adversely affected.</P>
<P> </P>
<P>As our customers' needs for our products increase, we must increase our
manufacturing volumes to meet these needs and satisfy customer demand. Failure
to do so may materially harm our business, operating results and financial
condition. In some cases, existing manufacturing techniques, which involve
substantial manual labor, may be insufficient to achieve the volume or cost
targets of our customers. As such, we will need to develop new manufacturing
processes and techniques, which are anticipated to involve higher levels of
automation, to achieve the targeted volume and cost levels. In addition, it is
frequently difficult at a number of our manufacturing facilities to hire
qualified manufacturing personnel in a timely fashion, if at all, when customer
demands increase over shortened time periods. While we continue to devote
research and development efforts to improvement of our manufacturing techniques
and processes, we may not achieve manufacturing volumes and cost levels in our
manufacturing activities that will fully satisfy customer demands.</P>
<P> </P>
<I><P>If Our Customers Do Not Qualify Our Manufacturing Lines For Volume
Shipments, Our Operating Results Could Suffer</P>
</I><P> </P>
<P>Customers will not purchase any of our products, other than limited numbers
of evaluation units, prior to qualification of the manufacturing line for the
product. Each new manufacturing line must go through varying levels of
qualification with our customers. This qualification process determines whether
the manufacturing line achieves the customers' quality, performance and
reliability standards. Delays in qualification can cause a product to be dropped
from a long term supply program and result in significant lost revenue
opportunity over the term of that program. We may experience delays in obtaining
customer qualification of our new facilities. If we fail in the timely
qualification of these or other new manufacturing lines, our operating results
and customer relationships would be adversely affected.</P>
<P> </P>
<B><P>Our Operating Results Suffer As A Result Of Purchase Accounting Treatment,
Primarily Due To The Impact Of Amortization Of Goodwill And Other Intangibles
Originating From Acquisitions</P>
</B><P> </P>
<P>Under U.S. generally accepted accounting principles that apply to us, we
accounted for a number of business combinations using the purchase method of
accounting. Under purchase accounting, we recorded the market value of our
common shares and the exchangeable shares of our subsidiary, JDS Uniphase Canada
Ltd., issued in connection with mergers and acquisitions with the fair value of
the stock options assumed, which became options to purchase our common shares
and the amount of direct transaction costs as the cost of acquiring these
entities. That cost is allocated to the individual assets acquired and
liabilities assumed, including various identifiable intangible assets such as
in-process research and development, acquired technology, acquired trademarks
and trade names and acquired workforce,  based on their respective fair values.
We allocated the excess of the purchase cost over the fair value of the net
assets to goodwill.</P>
<P> </P>
<P>The impact of purchase accounting on our operating results is significant.
The following table reflects the impact of in-process research and development
expense (in the quarter the acquisition closed) and the prospective
quarterly/annual amortization of purchased intangibles attributable to our
significant mergers and acquisitions that have closed in the past four quarters
(in millions):</P>
<P> </P>
<P> </P></FONT>
<P ALIGN="LEFT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=481>
<TR><TD WIDTH="40%" VALIGN="TOP">
<U><FONT SIZE=2>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Entity</U></FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">In-process Research and <U>Development</U></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Quarterly Amortization of Purchased
<U>Intangibles</U></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Annual Amortization of Purchased
<U>Intangibles</U></FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="19%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>EPITAXX, INC.</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$    16.7</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$    17.1</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$     68.2</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>OCLI</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$    84.1</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$    79.8</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$   319.1</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">
<FONT SIZE=2><P>E-TEK</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$  250.6</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$  851.1</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$3,404.4</FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="19%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="19%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
</P>

<FONT SIZE=3><P>      <A NAME="node19"></A></P>
<P>         </P>
<P>The impact of these mergers and acquisitions as well as other acquisitions
consummated in the past five years resulted in amortization expense of $896.9
million for the fiscal year ended June 30, 2000 and is expected to result in
amortization of $4.5 billion for the fiscal year ended June 30, 2001. </P>
<P> </P>
<P>Additionally, we also incur other purchase accounting related costs and
expenses in the period a particular transaction closes to reflect purchase
accounting adjustments adversely impacting gross profit and costs of integrating
new businesses or curtailing overlapping operations. Purchase accounting
treatment of our mergers and acquisitions will result in a net loss for the
foreseeable future, which could have a material and adverse effect on the market
value of our stock.</P>
<P> </P>
<B>
<P>Our Stock Price Fluctuates Substantially</P>
</B><P> </P>
<I><P>The Unpredictability Of Our Quarterly Operating Results Could Cause Our
Stock Price To Be Volatile Or Decline</P>
</I><P> </P>
<P>We expect to continue to experience fluctuations in our quarterly results,
which in the future may be significant and cause substantial fluctuations in the
market price of our stock. All of the concerns we have discussed under "Risk
Factors" could affect our operating results, including, among others: </P>


<UL>

<UL>
<LI>the timing of the receipt of product orders from a limited number of major
customers;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>the loss of one or more of our major suppliers or customers;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>competitive pricing pressures;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>the costs associated with the acquisition or disposition of
businesses;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>our ability to design, manufacture and ship technologically advanced
products with satisfactory yields on a timely and cost-effective
basis;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>the announcement and introduction of new products by us; and</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>expenses associated with any intellectual property or other
litigation.</LI></UL>
</UL>

<P> </P>
<P>In addition to concerns potentially affecting our operating results addressed
elsewhere under "Risk Factors," the following factors may also influence our
operating results:</P>
<P> </P>

<UL>

<UL>
<LI>our product mix;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>the relative proportion of our domestic and international sales;</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>the timing differences between when we incur expenses to increase our
marketing and sales capabilities and when we realize benefits, if any, from such
expenditures; and</LI></UL>
</UL>

<P> </P>

<UL>

<UL>
<LI>fluctuations in the foreign currencies of our foreign operations.</LI></UL>
</UL>

<P> </P>
<P>Furthermore, our sales often reflect orders shipped in the same quarter that
they are received, which makes our sales vulnerable to short-term fluctuations
in customer demand and difficult to predict. Also, customers may cancel or
reschedule shipments, and production difficulties could delay shipments. In
addition, we sell our telecommunications equipment products to OEMs who
typically order in large quantities, and therefore, the timing of such sales may
significantly affect our quarterly results. An OEM supplies system-level network
products to telecommunications carriers and others and incorporates our products
in these system-level products. The timing of such OEM sales can be affected by
factors beyond our control, such as demand for the OEMs' products and
manufacturing risks experienced by OEMs. In this regard, we have experienced
rescheduling of orders by customers in each of our markets and may experience
similar rescheduling in the future. As a result of all of these factors, our
results from operations may vary significantly from quarter to quarter.</P>
<P> </P>
<P>In addition to the effect of ongoing operations on quarterly results,
acquisitions or dispositions of businesses, our products or technologies have in
the past resulted in, and may in the future, result in reorganization of our
operations, substantial charges or other expenses, which have caused, and may in
the future, cause fluctuations in our quarterly operating results and cash
flows.</P>
<P> </P>
<P>Finally, our net revenues and operating results in future quarters may be
below the expectations of public market securities analysts and investors. In
such event, the price of our common stock and the exchangeable shares of our
subsidiary, JDS Uniphase Canada Ltd., would likely decline, perhaps
substantially.</P>
<P> </P>
<I>
<P>Factors Other Than Our Quarterly Results Could Cause Our Stock Price To Be
Volatile Or Decline</P>
</I><P> </P>
<P>The market price of our common stock has been and, is likely to continue to
be, highly volatile because of causes other than our historical quarterly
results, such as:</P>
<P> </P>

<UL>

<UL>
<LI>announcements by our competitors and customers of technological innovations
or new products;  </LI></UL>
</UL>



<UL>

<UL>
<LI>developments with respect to patents or proprietary rights; </LI></UL>
</UL>



<UL>

<UL>
<LI>governmental regulatory action; and </LI></UL>
</UL>



<UL>

<UL>
<LI>general market conditions.</LI></UL>
</UL>

<P> </P>
<P>In addition, the stock market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies, which may cause the price of our stock to decline.</P>
<P> </P>
<B><P>Our Sales Would Suffer If One Or More Of Our Key Customers Substantially
Reduced Orders For Our Products</P>
</B><P> </P>
<P>Our customer base is highly concentrated. Historically, orders from a
relatively limited number of OEM customers accounted for a substantial portion
of our net sales from telecommunications products. Two customers, Lucent and
Nortel, each accounted for over 10% of our net sales for the quarter ended June
30, 2000. We expect that, for the foreseeable future, sales to a limited number
of customers will continue to account for a high percentage of our net sales.
Sales to any single customer may vary significantly from quarter to quarter. If
current customers do not continue to place orders, we may not be able to replace
these orders with new orders from new customers. In the telecommunications
industry, our customers evaluate our products and competitive products for
deployment in their telecommunications systems. Our failure to be selected by a
customer for particular system projects can significantly impact our business,
operating results and financial condition. Similarly, even if our customers
select us, the failure of those customers to be selected as the primary
suppliers for an overall system installation, could adversely affect us. Such
fluctuations could materially harm our business, financial condition and
operating results.</P>
<B><P> </P>
<P>Interruptions Affecting Our Key Suppliers Could Disrupt Production,
Compromise Our Product Quality And Adversely Affect Our Sales</P>
<P> </P>
</B><P>We currently obtain various components included in the manufacture of our
products from single or limited source suppliers. A disruption or loss of
supplies from these companies or a price increase for these components would
materially harm our results of operations, product quality and customer
relationships. In addition, we currently utilize a sole source for the crystal
semiconductor chip sets incorporated in our solid state microlaser products and
acquire our pump diodes for use in our solid state laser products from Opto
Power Corporation and GEC. We obtain lithium niobate wafers, gallium arsenide
wafers, specialized fiber components and some lasers used in our
telecommunications products primarily from Crystal Technology, Inc., Fujikura,
Ltd., Philips Key Modules and Sumitomo, respectively. We do not have long-term
or volume purchase agreements with any of these suppliers (other than for our
passive products supplier described in this paragraph), and these components may
not in the future be available in the quantities required by us, if at all. </P>
<P> </P>
<B><P>We May Become Subject To Collective Bargaining Agreements</P>
</B>
<P>Our employees who are employed at manufacturing facilities located in North
America are not bound by or party to any collective bargaining agreements with
it. These employees may become bound by or party to one or more collective
bargaining agreements with us in the future. Some of our employees outside of
North America, particularly in the Netherlands and Germany, are subject to
collective bargaining agreements. If, in the future, any such employees become
bound by or party to any collective bargaining agreements, then our related
costs and our flexibility with respect to managing our business operations
involving such employees may be materially adversely affected.</P>
<P> </P>
<B>
<P>Any Failure To Remain Competitive In Our Industry Would Impair Our Operating
Results</P>
</B><P> </P>
<I><P>If Our Business Operations Are Insufficient To Remain Competitive In Our
Industry, Our Operating Results Could Suffer</P>
</I><P> </P>
<P>The telecommunications and laser subsystems markets in which we sell our
products are highly competitive. In all aspects of our business, we face intense
competition from established competitors and the threat of future competition
from new and emerging companies. Some of these competitors have substantially
greater financial, engineering, manufacturing, marketing, service and support
resources than we do and may have substantially greater name recognition,
manufacturing expertise and capability and longer standing customer
relationships than we do. Among these competitors are our customers. These
customers are vertically integrated and either manufacture and/or are capable of
manufacturing some or all of the products we sell to them. Finally, some of our
customers have implemented and/or expanded their manufacturing capability for
components they might otherwise purchase from us. To remain competitive, we
believe it must maintain a substantial investment in research and development,
expanding our manufacturing capability, marketing, and customer service and
support. We may not compete successfully in all or some of our markets in the
future, and we may not have sufficient resources to continue to make such
investments, or we may not make the technological advances necessary to maintain
our competitive position so that our products will receive industry acceptance.
In addition, technological changes, manufacturing efficiencies or development
efforts by our competitors may render our products or technologies obsolete or
uncompetitive.</P>
<P> </P>
<I><P>Fiber Optic Component Average Selling Prices Are Declining</P>
</I><B><P> </P>
</B><P>Prices for telecommunications fiber optic components are generally
declining because of, among other things, new and emerging fiber optic component
and module suppliers, continued pricing pressure on optical suppliers, increased
manufacturing efficiency, technological advances and greater unit volumes as
telecommunications service providers continue to deploy fiber optic networks. We
have in the past and may in the future experience substantial period to period
fluctuations in average selling prices.</P>

<P>We anticipate that average selling prices will decrease in the future in
response to technological advances, to product introductions by competitors and
by us or to other factors, including price pressures from significant customers.
Therefore, we must continue to (1) timely develop and introduce new products
that incorporate features that can be sold at higher selling prices and (2)
reduce our manufacturing costs. Failure to achieve any or all of the foregoing
could cause our net sales and gross margins to decline, which may have a
material adverse effect on our business, financial condition and operating
results.</P>
<P> </P>
<I><P>If We Fail To Attract And Retain Key Personnel, Our Business Could
Suffer</P>
</I>
<P>Our future depends, in part, on our ability to attract and retain key
personnel. Our former Chief Executive Officer resigned on May 17, 2000, and was
replaced by the then Chief  Operating Officer, Jozef Straus, who was the former
Chief Executive Officer of JDS FITEL, which merged with Uniphase in 1999. In
addition, our research and development efforts depend on hiring and retaining
qualified engineers. Competition for highly skilled engineers is extremely
intense, and we are currently experiencing difficulty in identifying and hiring
qualified engineers in many areas of our  business. We may not be able to hire
and retain such personnel at compensation levels consistent with our existing
compensation and salary structure. Our future also depends on the continued
contributions of our executive officers and other key management and technical
personnel, each of whom would be difficult to replace. We do not maintain a key
person life insurance policy on our chief executive officer, our chief operating
officer or any other officer. The loss of the services of one or more of our
executive officers or key personnel or the inability to continue to attract
qualified personnel could delay product development cycles or otherwise
materially harm our business, financial condition and operating results.</P>
<P> </P>
<B>
<P>Market Consolidation Has Created And Continues To Create Companies That Are
Larger And Have Greater Resources Than Us</P>
</B>
<P>In the recent past, there have been a number of significant acquisitions
announced among our  competitors and customers, including: </P>
<P> </P>

<UL>

<UL>
<LI>Lucent Technologies, Inc./Ortel Corporation;</LI></UL>
</UL>



<UL>

<UL>
<LI>Corning Incorporated/NetOptix Corporation;</LI></UL>
</UL>



<UL>

<UL>
<LI>Nortel Networks Corp./Xros, Inc.;</LI></UL>
</UL>



<UL>

<UL>
<LI>Nortel Networks Corp./Core Tek, Inc.;</LI></UL>
</UL>



<UL>

<UL>
<LI>Corning Incorporated/NZ Applied Technologies Corp.;</LI></UL>
</UL>



<UL>

<UL>
<LI>Corning Incorporated/Oak Industries;</LI></UL>
</UL>



<UL>

<UL>
<LI>Lucent Technologies, Inc./Chromatis Networks, Inc.;
and</LI></UL>
</UL>



<UL>

<UL>
<LI>Corning Incorporated/Optical Technologies (a division of Pirelli S.p.A.)
</LI></UL>
</UL>

<P>The effect on our operations that these completed and pending acquisitions,
as well as future  transactions, cannot be predicted with accuracy, but some of
these competitors are aligned with companies that are larger or better
established than us. As a result, these competitors may have access to greater
financial, marketing and technical resources than us. Consolidation of these and
other companies may also disrupt our marketing and sales efforts.  </P>

<B>
<P>We Face Risks Related To Our International Operations And
Sales</P>
</B>
<P> </P>
<P>Our customers are located throughout the world. In addition, we have
significant offshore operations, including manufacturing facilities, sales
personnel and customer support operations. Our operations outside of North
America include facilities in Great Britain, Switzerland, the Netherlands,
Germany, Australia, the People's Republic of China and Taiwan, ROC.</P>

<P>Our international presence exposes us to risks not faced by wholly-domestic
companies. Specifically, we face the following risks, among others:</P>
<P> </P>
<P>International sales are subject to inherent risks, including:</P>
<P> </P>

<UL>

<UL>
<LI>unexpected changes in regulatory requirements; </LI></UL>
</UL>



<UL>

<UL>
<LI>tariffs and other trade barriers; </LI></UL>
</UL>



<UL>

<UL>
<LI>political, legal and economic instability in foreign markets, particularly
in those markets in which we maintain manufacturing and research facilities;
</LI></UL>
</UL>



<UL>

<UL>
<LI>difficulties in staffing and management; </LI></UL>
</UL>



<UL>

<UL>
<LI>language and cultural barriers; </LI></UL>
</UL>



<UL>

<UL>
<LI>seasonal reductions in business activities in the summer months in Europe
and some other countries;</LI></UL>
</UL>



<UL>

<UL>
<LI>integration of foreign operations; </LI></UL>
</UL>



<UL>

<UL>
<LI>longer payment cycles; </LI></UL>
</UL>



<UL>

<UL>
<LI>greater difficulty in accounts receivable collection; </LI></UL>
</UL>



<UL>

<UL>
<LI>currency fluctuations; and </LI></UL>
</UL>



<UL>

<UL>
<LI>potentially adverse tax consequences.</LI></UL>
</UL>

<P> </P>
<P>Net sales to customers outside of North America accounted for approximately
23%, 40% and 38% of our net sales in 2000, 1999 and 1998, respectively. We
expect that sales to customers outside of North America will continue to account
for a significant portion of our net sales. We continue to expand our operations
outside of the United States and to enter additional international markets, both
of which will require significant management attention and financial
resources.</P>

<P>Since a significant portion of our foreign sales are denominated in U.S.
dollars, our products may  also become less price competitive in countries in
which local currencies decline in value relative to the  U.S. dollar. Our
business and operating results may also be materially and adversely affected by
lower sales levels that typically occur during the summer months in Europe and
some other overseas markets.  Furthermore, the sales of many of our OEM
customers depend on international sales and consequently further exposes us to
the risks associated with such international sales.</P>
<P> </P>
<B><P>If We Have Insufficient Proprietary Rights Or If We Fail To Protect Those
We Have, Our Business Would Be Materially Impaired</P>
</B><P> </P>
<I><P>We May Not Obtain The Intellectual Property Rights We Require</P>
</I>
<P>Numerous patents in the industries in which we operate are held by others,
including academic institutions and our competitors. We may seek to acquire
license rights to these or other patents or other intellectual property to the
extent necessary for our business. Unless we are able to obtain such licenses on
commercially reasonable terms, patents or other intellectual property held by
others could inhibit our development of new products for our markets. While in
the past licenses generally have been available to us where third-party
technology was necessary or useful for the development or production of their
products, in the future licenses to third-party technology may not be available
on commercially reasonable terms, if at all. Generally, a license, if granted,
includes payments by us of up-front fees, ongoing royalties or a combination
thereof. Such royalty or other terms could have a significant adverse impact on
our operating results. We are a licensee of a number of third-party technologies
and intellectual property rights and are required to pay royalties to these
third-party licensors on some of our telecommunications products and laser
subsystems.</P>
<P> </P>
<I><P>Our Products May Be Subject To Claims That They Infringe The Intellectual
Property Rights Of Others</P>
</I><P> </P>
<P>The industry in which we operate experiences periodic claims of patent
infringement or other intellectual property rights. We have in the past and may
from time to time in the future receive notices from third parties claiming that
our products infringe upon third-party proprietary rights. Any litigation to
determine the validity of any third-party claims, regardless of the merit of
these claims, could result in significant expense to us and divert the efforts
of our technical and management personnel, whether or not we are successful in
such litigation. If we are unsuccessful in any such litigation, we could be
required to expend significant resources to develop non-infringing technology or
to obtain licenses to the technology that is the subject of the litigation.
The Company is currently a defendant in litigation claiming damages for
infringement of an expired wafer fabrication patent.
We may not be successful in such development or such licenses may not be available
on terms acceptable to us, if at all. Without such a license, we could be
enjoined from future sales of the infringing product or products. We are
currently a party to various claims regarding intellectual property rights, none
of which are expected to have a material adverse effect on our business.</P>
<P> </P>
<I><P>Our Intellectual Property Rights May Not Be Adequately Protected</P>
</I>
<P>Our future depends in part upon our intellectual property, including trade
secrets, know-how and continuing technological innovation. We currently hold
numerous U.S. patents on products or processes and corresponding foreign patents
and have applications for some patents currently pending. The steps taken by us
to protect our intellectual property may not adequately prevent misappropriation
or ensure that others will not develop competitive technologies or products.
Other companies may be investigating or developing other technologies that are
similar to our own. It is possible that patents may not be issued from any
application pending or filed by us and, if patents do issue, the claims allowed
may not be sufficiently broad to deter or prohibit others from marketing similar
products. Any patents issued to us may be challenged, invalidated or
circumvented. Further, the rights under our patents may not provide a
competitive advantage to us. In addition, the laws of some territories in which
our products are or may be developed, manufactured or sold, including Asia,
Europe or Latin America, may not protect our products and intellectual property
rights to the same extent as the laws of the United States. </P>
<P> </P>
<B><P>If We Fail To Successfully Manage Our Exposure To The Worldwide Financial
Markets, Our Operating Results Could Suffer</P>
</B>
<P>We are exposed to financial market risks, including changes in interest
rates, foreign currency exchange rates and marketable equity security prices. We
utilize derivative financial instruments to mitigate these risks. We do not use
derivative financial instruments for speculative or trading purposes. The
primary objective of our investment activities is to preserve principal while at
the same time maximizing yields without significantly increasing risk. To
achieve this objective, a majority of our marketable investments are floating
rate and municipal bonds, auction instruments and money market instruments
denominated in U.S. dollars. We hedge currency risks of investments denominated
in foreign currencies with forward currency contracts. Gains and losses on these
foreign currency investments are generally offset by corresponding gains and
losses on the related hedging instruments, resulting in negligible net exposure
to us. A substantial portion of our revenue, expense and capital purchasing
activities are transacted in U.S. dollars. However, we do enter into these
transactions in other currencies, primarily Canadian and European currencies. To
protect against reductions in value and the volatility of future cash flows
caused by changes in foreign exchange rates, we have established hedging
programs. Currency forward contracts are utilized in these hedging programs. Our
hedging programs reduce, but do not always entirely eliminate, the impact of
foreign currency exchange rate movements. Actual results on our financial
position may differ materially.</P>
<P> </P>
<B><P>If We Fail To Obtain Additional Capital At The Times, In The Amounts And
Upon The Terms Required, Our Business Could Suffer</P>
</B><P> </P>
<P> &#9;We are devoting substantial resources for new facilities and equipment
to the production of our products. Although we believe existing cash balances,
cash flow from operations, available lines of credit, and proceeds from the
realization of investments in other businesses will be sufficient to meet our
capital requirements at least for the next 12 months, we may be required to seek
additional equity or debt financing to compete effectively in these markets. We
cannot precisely determine the timing and amount of such capital requirements
and will depend on several factors, including our acquisitions and the demand
for our products and products under development. Such additional financing may
not be available when needed, or, if available, may not be on terms satisfactory
to us.</P>
<P> </P>
<B><P>Our Currently Outstanding Preferred Stock And Our Ability To Issue
Additional Preferred Stock Could Impair The Rights Of Our Common
Stockholders</P>
</B>
<P>Our board of directors has the authority to issue up to 799,999 shares of
undesignated preferred stock and to determine the powers, preferences and rights
and the qualifications, limitations or restrictions granted to or imposed upon
any wholly unissued shares of undesignated preferred stock and to fix the number
of shares constituting any series and the designation of such series, without
the consent of our stockholders. The preferred stock could be issued with
voting, liquidation, dividend and other rights superior to those of the holders
of common stock. The issuance of preferred stock under some circumstances could
have the effect of delaying, deferring or preventing a change in control. Each
outstanding share of our common stock includes one-eighth of a right. Each right
entitles the registered holder, subject to the terms of the rights agreement, to
purchase from us one unit, equal to one one-thousandth of a share of series B
preferred stock, at a purchase price of $600 per unit, subject to adjustment,
for each share of common stock held by the holder. The rights are attached to
all certificates representing outstanding shares of our common stock, and no
separate rights certificates have been distributed. The purchase price is
payable in cash or by certified or bank check or money order payable to our
order. The description and terms of the rights are set forth in a rights
agreement between us and American Stock Transfer &amp; Trust Company, as rights
agent, dated as of June 22, 1998, as amended from time to time.</P>
<P> </P>
<P> &#9;Some provisions contained in the rights plan, and in the equivalent
rights plan that our subsidiary, JDS Uniphase Canada Ltd., has adopted with
respect to our exchangeable shares, may have the effect of discouraging a third
party from making an acquisition proposal for us and may thereby inhibit a
change in control. For example, such provisions may deter tender offers for
shares of common stock or exchangeable shares which offers may be attractive to
the stockholders, or deter purchases of large blocks of common stock or
exchangeable shares, thereby limiting the opportunity for stockholders to
receive a premium for their shares of common stock or exchangeable shares over
the then-prevailing market prices.</P>
<P> </P>
<B><P>Some Anti-Takeover Provisions Contained In Our Charter And Under Delaware
Law Could Impair A Takeover Attempt</P>
</B><P> </P>
<P>We Are subject to the provisions of Section 203 of the Delaware General
Corporation Law prohibiting, under some circumstances, publicly-held Delaware
corporations from engaging in business combinations with some stockholders for a
specified period of time without the approval of the holders of substantially
all of our outstanding voting stock. Such provisions could delay or impede the
removal of incumbent directors and could make more difficult a merger, tender
offer or proxy contest involving us, even if such events could be beneficial, in
the short term, to the interests of the stockholders. In addition, such
provisions could limit the price that some investors might be willing to pay in
the future for shares of our common stock. Our certificate of incorporation and
bylaws contain provisions relating to the limitations of liability and
indemnification of our directors and officers, dividing our board of directors
into three classes of directors serving three-year terms and providing that our
stockholders can take action only at a duly called annual or special meeting of
stockholders. These provisions also may have the effect of deterring hostile
takeovers or delaying changes in control or management of us.</P>
<B>
<P>Forward-Looking Statements </P>
</B>
<P>&#9;Statements contained in this Annual Report on Form 10-K which are not
historical facts are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended.  A forward-looking
statement may contain words such as &quot;plans,&quot; &quot;hopes,&quot;
&quot;believes,&quot; &quot;estimates,&quot; &quot;will continue to be,&quot;
&quot;will be,&quot; &quot;continue to,&quot; &quot;expect to,&quot;
&quot;anticipate that,&quot; &quot; to be&quot; or &quot;can impact.&quot;
These forward-looking statements include statements relating to our expectations
as to:</P>
<P> </P>

<UL>
<LI>the timing of our proposed acquisition of SDL and the likelihood of
governmental or stockholder approval thereof, </LI>
<LI>the cost to complete our acquired in-process research and development and
the expected amortization of such costs, </LI>
<LI>the amount (both in absolute dollars and as a percentage of net sales) of
our expenditures for research and development, selling, general and
administrative and capital acquisitions and improvements, </LI>
<LI>the sufficiency of existing cash balances and investments, together with
cash flow from operations and available lines of credit to meet our liquidity
and capital spending requirements at least through the next 12 months,
</LI>
<LI>the development costs, anticipated completion, introduction and projected
revenues from new and developing products and technologies including the Thermo
Optic Waveguide Attenuator, Solid State Switch, WDM EDFA, WDM laser direct
modulation, the Submount and RWG series products, CATV technologies, MEMS
Devices, High Speed Modulators, High Speed Receivers and Transceivers, and
Optical Network Monitors, </LI>
<LI>costs associated with prior, pending and future acquisitions and plans
relating thereto, </LI>
<LI>fluctuations in our quarterly results and the price of our common stock,
</LI>
<LI>expansion of our worldwide manufacturing capacity, </LI>
<LI>the growing complexity of network systems used in fiber optic
telecommunications and cable television networks and the resulting demand for
components and modules, </LI>
<LI>the reduction in the number of suppliers for components used by optical
networks, </LI>
<LI>increasing demand for higher levels of integration in optoelectronic and
optical products, </LI>
<LI>increasing demand for our products, </LI>
<LI>our plans to hire additional personnel in the near future, </LI>
<LI>our plans with respect to the licensing of our intellectual property rights,
</LI>
<LI>the expectation that sales to a limited number of customers will continue to
account for a high percentage of our net revenues, </LI>
<LI>the expectation that a significant portion of our net sales will be to
customers outside of North America and </LI>
<LI>expectations of market growth.  </LI></UL>


<P>&#9;Management cautions that forward-looking statements are subject to risks
and uncertainties that could cause our actual results to differ materially from
those projected in such forward-looking statements.  These risks and
uncertainties include the risk that</P>
<P> </P>

<UL>
<LI>the proposed SDL acquisition will not be completed, </LI>
<LI>R&amp;D expenditures will be materially greater or less than those expected,
</LI>
<LI>funds will be insufficient to meet our liquidity and capital resources
requirements through the next 12 months, </LI>
<LI>development costs, anticipated completion, introduction and projected
revenues from new and developing products and technologies may be materially
different than anticipated and </LI>
<LI>future acquisitions may not be completed as expected, or at all.  </LI></UL>


<P>&#9;Further, our future business, financial condition and results of
operations could differ materially from those anticipated by such forward-
looking statements and are subject to risks and uncertainties including the
risks set forth above.  Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking
statements.  We are under no duty to update any of the forward-looking
statements after the date of this Annual Report on Form 10-K to conform such
statements to actual results or to changes in our expectations.</P>

<A NAME="item2">
<p><strong>Item 2. <i>Properties</i></strong></A></p>






<P>&#9;Our principal offices are located in San Jose, California and Nepean,
Ontario.  We own five properties in San Jose, California, totaling 289,000
square feet, of which 20,000 is leased to a third party through May 2001.  We
also lease approximately 237,000 square feet of various other facilities, which
expire on various dates from December 2000 through March 2007.  These properties
include land, buildings and improvements. We manufacture both fiberoptic
components and modules and certain grating-based modules at four of these
properties, and commercial lasers at the remaining location.  Our principal
sales, marketing, technical support, administration, and research and
development operations also occupy these facilities.</P>

<P>We manufacture passive components and modules, amplifiers, and instruments at
our three owned facilities in Nepean, Ontario. These three facilities total
approximately 600,000 square feet.  We also lease  approximately 539,000 square
feet of various other facilities that expire on various dates through 2005. An
additional 412,000 square feet of owned manufacturing and office space is under
construction with occupancy estimated in November 2000 and September 2001.</P>

<P>We also own a 75 acre site in Santa Rosa, California totaling 490,000 square
feet of office space,  manufacturing, engineering, and research and development
facilities for our thin film filter products.  We also lease an additional
93,000 square feet for our polymer optical products, which expire on various
dates from July 2000 through December 2002. </P>

<P>Our facilities for our telecommunications equipment products occupy three
leased buildings of 33,750, 57,500 and 60,000 square feet in Bloomfield,
Connecticut, where our modulator products are manufactured and three leased
buildings of 37,500, 80,000, and 46,500 square feet in Chalfont, Pennsylvania
where our transmitter products are manufactured.  The Bloomfield leases expire
on various dates from July 2002 through November 2009 and the Chalfont leases
expire on various dates from January 2002 through August 2008. We lease a 98,000
square foot facility in Trenton, New Jersey, a 17,000 square foot facility in
Freehold, New Jersey, an 84,000 square foot facility in Asbury, New Jersey and
a 20,000 square foot facility in Mountain Lakes, New Jersey.  The Trenton
facility manufactures high-speed, Indium Gallium Arsenide (InGaAs) receivers and
monitors for fiberoptic communications.  The Freehold site is primarily a
research, development, and engineering facility, which produces passive
components and optical amplifiers. The Asbury and Mountain Lakes facilities are
primarily sales and marketing offices.</P>

<P>&#9;We own a 23,000 square foot building located in Fuzhou, China. In
addition we are leasing two buildings in Shenzen, China, one building in Shunde,
China, one building in Beijing, China and four buildings in Taipei, Taiwan,
totaling approximately 84,000, 35,000, 23,000 and 46,000 square feet,
respectively. We manufacture crystals, fiberoptic components, optics, isolators,
couplers, and other WDM component products at these facilities.</P>

<P>&#9;We lease a 46,000 square foot facility in Yamton, United Kingdom, a
16,500 square foot facility in Whitney, United Kingdom and a 20,000 square foot
facility in Plymouth, United Kingdom for our fiberoptic component packaging
plant.  Leases for the Yamton, Whitney and Plymouth facilities expire in
July 2015, December 2013 and December 2004, respectively.  We also lease
manufacturing facilities in Torquay, United Kingdom and Plymouth, United Kingdom.
These leases on these 20,000 and 42,000 square foot facilities expire in
February 2005 and August 2023, respectively.  We manufacture analog metering
products, high-specification pump WDMs and tap couplers and  gain flattening
products at these facilities.  We lease four buildings of 66,000, 66,000, 45,500
and 18,000 square feet in Eindhoven, the Netherlands, which expire from May 2003
through June 2018. The Eindhoven facility primarily manufactures source lasers,
EA modulators, multimedia lasers and CATV receivers. We also occupy 98,000
square feet of manufacturing, engineering and office space in Zurich,
Switzerland that is leased through 2012. The Zurich facility primarily
manufactures pump lasers.</P>

<P>&#9;In addition, we lease various small offices and manufacturing facilities
throughout the United States and on a worldwide basis.  For additional
information regarding our obligations under leases, see Note 5 &quot;Lease
Commitments&quot; of Notes to Consolidated Financial Statements of our Current
Report on Form 8-K filed with the SEC on September 1, 2000, which is hereby
incorporated by reference.</P>




<A NAME="item3">
<p><strong>Item 3. <i>Legal Proceedings</i></strong></A></p>

<P>&#9;In the ordinary course of business, various lawsuits and claims are filed
against us.  While the outcome of these matters is currently not determinable,
management believes that the ultimate resolution of these matters will not have
a material adverse effect on our financial statements.</P>
<B>
<P>&nbsp;</P>

<A NAME="item4">
<p><strong>Item 4. <i>Submission of Matters to a Vote of Security Holders</i></strong></A></p>





<P>&#9;</B>Not applicable</P>

<P>&nbsp;</P>






<A NAME="partii"></A>

<p align="center"><strong> PART II </strong></p>

<A NAME="item5"></A>
<p><strong>Item 5. <i>Market for Registrant's Common Equity and Related Stockholder Matters</i></strong></p>


<P>&#9;At September 20, 2000, we had approximately 4,214 holders of record of
our common stock and Exchangeable shares. We had 783,916,401 Common Shares and
173,904,237 Exchangeable Shares outstanding on The Nasdaq National Market and
The Toronto Stock Exchange, respectively. Holders of Exchangeable Shares may
tender their holdings for common stock on a one-for-one basis at any time. The
closing price on September 20, 2000 for the Common Stock and the Exchangeable
Shares was $107.13 and Canadian $158.50, respectively. We have not paid cash
dividends on our common stock and do not anticipate paying cash dividends in the
foreseeable future. The following high and low closing sale prices indicated for
our Common Stock are as reported on the Nasdaq National Market during each of
the quarters indicated. The prices in the following table have been adjusted to
reflect all previous stock dividends and splits through the date of this Annual
Report on Form 10-K</P>

<pre>

                                            High            Low
                                       -------------- --------------
Fiscal 2000 Quarter Ended:
     June 30.......................... $     131.190  $      73.130
     March 31......................... $     153.420  $      74.500
     December 31...................... $      88.750  $      28.000
     September 30..................... $      30.370  $      19.310

Fiscal 1999 Quarter Ended:
     June 30.......................... $      20.899  $      12.813
     March 31......................... $      14.391  $       7.938
     December 31...................... $       8.672  $       4.297
     September 30..................... $       7.875  $       4.703

</pre>



<P>&nbsp;</P>
<P>On August 4, 1999, the Company completed an underwritten public offering of
shares of common stock and a concurrent private offering of Exchangeable Shares
of its wholly-owned subsidiary, JDS Uniphase Canada Ltd. The underwritten public offering
related to 37.0 million shares  of common stock at a price of US $20.656 per share of
which 28.1 million shares were sold by the Company and 8.9 million shares were
sold by certain stockholders of JDS Uniphase. The Exchangeable Share offering
consisted of 2.2 million Exchangeable Shares sold by JDS Uniphase Canada Ltd.
and 0.8 million Exchangeable Shares sold by certain stockholders of JDS Uniphase
Canada Ltd. The net proceeds to the Company from both offerings, which are being
used for general corporate purposes, aggregated approximately $600 million. On
August 25, 1999, the Company received additional proceeds of approximately $110
million from the sale of an additional 5.6 million shares of common stock as a
result of the underwriters exercising their over-allotment option in the public
offering.</P>

<P>In August 1999, the Company acquired AFC Technologies, Inc for $22.0 million
in cash and 674,468 Exchangeable Shares of its subsidiary, JDS Uniphase Canada
Ltd., each of which is exchangeable at the option of the holder for one share of
common stock.  The total value of the securities issued was $17.5 million.  The
issuance of the Exchangeable Shares was exempt from registration pursuant to
Regulation S promulgated under the Securities Act of 1933, as amended.  The
stock was issued to former stockholders of AFC Technologies, Inc.</P>

<P>In October 1999, the Company acquired Ramar Corporation for $1.0 million in
cash and $3.5 million of convertible debt. Such convertible debt was issued
pursuant to an exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended. The convertible debt is composed of $2.5 million of
aggregated demand obligations and two performance-based instruments totaling
$1.0 million that become due upon achieving certain milestones over the ensuing
12 months. The convertible debt bears interest at 5.54% and the principal can be
exchanged for newly issued shares of JDS Uniphase common stock at a price of
$27.961 per share. The convertible debt is unsecured.</P>

<P>In November 1999, the Company acquired EPITAXX, Inc. for $9.3 million in cash
and 9.0 million shares of the Company's common stock valued at approximately
$429.5 million.  The issuance of the common stock was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.  The stock
was issued to former shareholders of EPITAXX.   </P>

<P>In December 1999, the Company amended its Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 300,000,000 shares
to 600,000,000. </P>

<P>In December 1999, the Company acquired Oprel Technologies, Inc. for $9.3
million in cash and 190,916 Exchangeable Shares of its subsidiary, JDS Uniphase
Canada Ltd., each of which is exchangeable at the option of the holder for one
share of common stock.  The total value of the securities issued was $11.7
million.  The issuance of the Exchangeable Shares was exempt from registration
pursuant to Regulation S promulgated under the Securities Act of 1933, as
amended.  The stock was issued to former stockholders of Oprel Technologies,
Inc.  </P>

<P>&#9;In December 1999, the Company issued 43,568 shares of common stock in
exchange for $0.3 million of convertible debt issued in connection with its
purchase in 1998 of certain assets from Chassis Engineering, Inc.</P>

<P>In March 2000, the Company amended its Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 600,000,000 shares
to 3,000,000,000.</P>

<P>&#9;In April 2000, the Company acquired Cronos Integrated Microsystems, Inc.
for 6.3 million shares of the Company's common stock, valued at $548.5 million.
The issuance of the common stock was exempt from registration pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended.  The stock was
issued to former shareholders of Cronos.</P>
<P>.</P>
<P>&#9;In June 2000, the Company acquired E-TEK Dynamics, Inc. for, among other
things, 848,166 Exchangeable Shares of its subsidiary, JDS Uniphase Canada Ltd.,
each of which is exchangeable at the option of the holder for one share of
common stock, valued at $86.8 million. The issuance of the Exchangeable Shares
was exempt from registration pursuant to Regulation S promulgated under the
Securities Act of 1933, as amended.  The stock was issued to former stockholders
of E-TEK.</P>

<A NAME="item6"></A>
<p><strong>Item 6. <i> Selected Financial Data</i></strong></p>



<p align="center"></font><strong>
                              FINANCIAL HIGHLIGHTS
</strong><br>

<p><strong>Selected Financial Data</strong></p>

<p>(in millions, except per share amounts)

<pre>

Years Ended June 30,                2000 (2)(3)  1999 (4)      1998        1997        1996
                                   ----------- ----------- ----------- ----------- -----------
Consolidated Statement of
  Operations Data:

Net sales......................... $  1,430.4  $    282.8  $    185.2  $    113.2  $     73.7
Amortization of purchased
  intangibles..................... $    896.9  $     15.7  $      5.6  $      1.8  $    169.0
Acquired in-process
  research and development........ $    360.7  $    210.4  $     40.3  $     33.3  $      4.5
Merger and other costs (1)........ $     --    $      6.8  $     --    $     --    $     --
Income (loss) from operations..... $   (865.1) $   (153.2) $    (11.5) $    (15.8) $      5.8
Net income (loss)................. $   (904.7) $   (171.1) $    (19.6) $    (17.8) $      3.2
Earnings (loss) per share (5):
  Basic........................... $    (1.27) $    (0.54) $    (0.07) $    (0.07) $     0.02
  Dilutive........................ $    (1.27) $    (0.54) $    (0.07) $    (0.07) $     0.01
Shares used in per share
  calculation (5):
    Basic.........................      710.9       318.2       283.6       269.5       204.5
    Dilutive......................      710.9       318.2       283.6       269.5       223.3

At June 30,                            2000        1999        1998        1997        1996
                                   ----------- ----------- ----------- ----------- -----------
Consolidated Balance Sheet Data:
Working capital................... $  1,325.7  $    314.8  $    121.4  $    110.2  $    132.2
Total assets...................... $ 26,389.1  $  4,096.1  $    332.9  $    180.7  $    175.7
Long-term obligations............. $     61.2  $      9.8  $      5.7  $      2.5  $      7.1
Total stockholders' equity........ $ 24,778.6  $  3,619.3  $    280.0  $    152.0  $    154.8

</pre>


<OL>

<LI>Results of operations include $5,877,000 of costs and expenses attributable
to the pooling of interests transaction with Uniphase Broadband Products, and
$882,000 loss on sale of the Ultrapointe Systems assets in fiscal 1999.</LI>

<LI>JDS Uniphase merged with Optical Coating Laboratory, Inc. (OCLI) on February
4, 2000 in a transaction accounted for as a purchase. The consolidated statement
of operations and other data for the year ended June 30, 2000 and the
consolidated balance sheet data as of June 30, 2000 include the results of
operations subsequent to February 4, 2000 and financial position, respectively,
of OCLI.</LI>




<LI>JDS Uniphase merged with E-TEK Dynamics, Inc. (E-TEK) on June 30, 2000 in a
transaction accounted for as a purchase. The consolidated balance sheet data as
of June 30, 2000 includes the financial position of E-TEK.</LI>

<LI>Uniphase merged with JDS FITEL effective June 30, 1999 in a transaction
accounted for as a purchase. The consolidated statement of operations and other
data for the year ended June 30, 2000 and the consolidated balance sheet data as
of June 30, 2000 and 1999 include the results of operations and financial
position, respectively, of JDS FITEL.</LI>

<LI>Share and per share amounts for all historical periods have been restated to
reflect the two separate two-for-one stock splits for stockholders of record as
of December 22, 1999 and March 2, 2000.</LI></OL>

</FONT><B><FONT FACE="Courier" SIZE=3><P ALIGN="CENTER"></P>
</B></FONT><FONT SIZE=3><P ALIGN="JUSTIFY">&nbsp;</P>

<A NAME="item7"></A>
<p><strong>Item 7. <i> Management's Discussion and Analysis of Financial Condition and  Results of Operations</i></strong></p>




<P>&#9;The information required by this Item is included in Item 7(c)(1) of the
Company's Current Report on Form 8-K filed with the SEC on September 1, 2000 and
is incorporated herein by reference.</P>
<B>
<P>&nbsp;</P>

<A NAME="item7A"></A>
<p><strong>Item 7A. <i> Quantitative and Qualitative Disclosure About Market Risks</i></strong></p>



</B></I><P>&#9;The information required by this Item is included in Item 7(c)(1)
of the Company's Current Report on Form 8-K filed with the SEC on September 1,
2000 and is incorporated herein by reference.</P>

<P>&nbsp;</P>

<A NAME="item8"></A>
<p><strong>Item 8. <i> Financial Statements and Supplementary Data</i></strong></p>



<P>&#9;The information required by this Item is included in Item 7(c)(1) of the
Company's Current Report on Form 8-K filed with the SEC on September 1, 2000 and
is incorporated herein by reference.</P>
<P>&#9;</P>

<A NAME="item9"></A>
<p><strong>Item 9. <i> Changes in and Disagreements with Accountants on Accounting and Financial Disclosure</i></strong></p>




<P>&#9;Not applicable.</P>


<A NAME="partiii"></A>

<p align="center"><strong> PART III </strong></p>

<p><strong>Item 10. <i>Directors, Executive Officers and Other Officers of the  Registrant</i></strong></p>

<P>&#9;The information required by this Item&nbsp;is included in the Proposal
One: Elections of Directors, Directors and Executive Officers, and
Section&nbsp;16(a)&nbsp;Beneficial Ownership Reporting Compliance sections of
the Company's Proxy Statement to be filed in connection with the Company's 2000
Annual Meeting of Stockholders and is incorporated herein by reference.</P>

<P>&nbsp;</P>
<B><P>Item 11.  <I>Executive Compensation</P>
</B></I>
<P>&#9;The information required by this Item&nbsp;is included in the Executive
Compensation and Related Information sections of the Company's Proxy Statement
to be filed in connection with the Company's 2000 Annual Meeting of Stockholders
and is incorporated herein by reference.</P>

<P>&nbsp;</P>
<B><P>Item 12.  <I>Security Ownership of Certain Beneficial Owners and
Management</P>
</B></I>
<P>&#9;The information required by this Item&nbsp;is included in the Security
Ownership of Certain Beneficial Owners and Management section of the Company's
Proxy Statement to be filed in connection with the Company's 2000 Annual Meeting
of Stockholders and is incorporated herein by reference.</P>

<P>&nbsp;</P>
<B><P>Item 13.  <I>Certain Relationships and Related Transactions</P>
</B></I>
<P>&#9;The information required by this Item&nbsp;is included in the
Compensation Committee Interlocks and Insider Participation and Certain
Transactions sections of the Company's Proxy Statement to be filed in connection
with the Company's 2000 Annual Meeting of Stockholders and is incorporated
herein by reference.</P>

<A NAME="partiv"></A>
<p align="center"><strong> PART IV</strong></p>

<A NAME="item14"></A>
<p><strong>Item 14. <i>Exhibits, Financial Statement Schedules, and Reports on Form 8-K</i></strong></p>









<P>&#9;(a)(1)  <B>Financial Statements</P>
</B>
<P>&#9;The following index reflects the &quot;Index to Financial Statements and
Financial Statement Schedules,&quot; included in the Company's Current Report on
Form 8-K, filed with the SEC on September 1, 2000.</P>

<P>&nbsp;</P>
<P>&#9;INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES</P>
<DIR>
<DIR>

<P>Report of Ernst &amp; Young LLP, Independent Auditors</P>

<P>Consolidated Statements of Operations - Years ended June 30,&#9;</P>
<P>  2000, 1999 and 1998</P>

<P>Consolidated Balance Sheets - June 30, 2000 and 1999</P>

<P>Consolidated Statements of Stockholders' Equity - Years ended&#9;</P>
<P>  June 30, 2000, 1999 and 1998</P>

<P>Consolidated Statements of Cash Flows - Years ended June 30,&#9; </P>
<P>  2000, 1999 and 1998</P>

<P>Notes to Consolidated Financial Statements</P>
</DIR>
</DIR>

<P>&#9;</P>
<P>&#9;(a)(2)  <B>Financial Statement Schedules</P>
</B>
<P>&#9;The information required by this Item is included in Item 7(c)(2) of the
Company's Current Report on Form 8-K filed with the SEC on September 1, 2000 and
is incorporated herein by reference.  All other financial statement schedules
have been omitted because they are not applicable or are not required or the
information required to be set forth therein is included in the Company's
consolidated financial statements set forth in Item 7(c)(1) of the Company's
Current Report on Form 8-K filed with the SEC on September 1, 2000 and is
incorporated herein by reference.</P>
<B><P ALIGN="CENTER"></P><DIR>
<DIR>

</B><P>(a)(3)  <B>Exhibits</P>
</B></DIR>
</DIR>

<P>&#9;The exhibits listed in the accompanying index to exhibits are filed or
incorporated by reference as a part of this annual report.</P>

<P>&#9;(b)  <B>Reports on Form 8-K</P>
</B>
<P>&nbsp;</P>
<P>&#9;The Company filed two reports on Form 8-K/A during the fourth quarter
ended June 30, 2000.  Information regarding the items reported on is as
follows:</P>

<P> </P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=657>
<TR><TD WIDTH="26%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">Date</U></FONT></TD>
<TD WIDTH="74%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER">Item Reported On</U></FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="74%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">May 22, 2000</FONT></TD>
<TD WIDTH="74%" VALIGN="TOP">
<FONT SIZE=3><P>Unaudited Pro forma Condensed Combined Consolidated Statement of
Operations for JDS Uniphase and Optical Coating Laboratory, Inc. Combined for
the Nine Months ended March 31, 2000.</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">May 31, 2000</FONT></TD>
<TD WIDTH="74%" VALIGN="TOP">
<FONT SIZE=3><P>Consolidated Financial Statements for Optical Coating
Laboratory, Inc. Combined for the Quarter ended March 31, 2000.</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="74%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>
<p><strong>
                                   SIGNATURES
</strong><br>



<p>     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.</p>

<pre>
Date: September 28, 2000                      JDS UNIPHASE CORPORATION

                                          By:    /s/ ANTHONY R. MULLER

                                            ------------------------------------
                                                     Anthony R. Muller
                                                     Executive Vice
                                                     President and CFO
</pre>


<P>&#9; KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jozef Straus, Ph. D and Anthony R.
Muller, and  each of them, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Report on Form 10-K, and to  file the same with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.</P>


<pre>

        Signature                        Title                       Date
--------------------------  --------------------------------  ------------------
  /s/ JOZEF STRAUS, PH.D    Co-Chairman and Chief Executive   September 28, 2000
--------------------------  Officer (Principal Executive
  Jozef Straus, Ph.D        Officer)

  /s/ ANTHONY R. MULLER     Executive Vice President,         September 28, 2000
--------------------------  Chief Financial Officer and
  Anthony R. Muller         Secretary (Principal Financial
                            and Accounting Officer)

  /s/ MARTIN A. KAPLAN      Co-Chairman                       September 28, 2000
--------------------------
  Martin A. Kaplan

  /s/ BRUCE D. DAY          Director                          September 28, 2000
--------------------------
  Bruce D. Day

  /s/ ROBERT E. ENOS        Director                          September 28, 2000
--------------------------
  Robert E. Enos

  /s/ JOHN A. MACNAUGHTON   Director                          September 28, 2000
--------------------------
  John A. MacNaughton

  /s/ WILSON SIBBETT, PH.D  Director                          September 28, 2000
--------------------------
  Wilson Sibbett, Ph.D.

  /s/ CASIMIR S. SKRZYPCZAK Director                          September 28, 2000
--------------------------
  Casimir S. Skrzypczak

  /s/ PETER GUGLIELMI       Director                          September 28, 2000
--------------------------
  Peter Guglielmi

  /s/ WILLIAM J. SINCLAIR   Director                          September 28, 2000
--------------------------
  William J. Sinclair

  /s/ DONALD J. LISTWIN     Director                          September 28, 2000
--------------------------
  Donald J. Listwin

</pre>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>


<P ALIGN="CENTER"><B>
JDS UNIPHASE CORPORATION<br>
Annual Report on Form 10-K<br>
for the fiscal year ended June 30, 2000
</B>


<P ALIGN="CENTER"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=545>
  <TR vAlign=bottom>
<TD WIDTH="15%">
<font size="3"><strong>
<u> Exhibit Number</u>
</font></strong>
</TD>
<TD WIDTH="85%">
<font size="3"><strong>
<u> Description</u>
</font></strong>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.1(1)
</font>
</TD>
<TD>
<font size="3">
Amended and Restated Certificate of Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.2(2)
</font>
</TD>
<TD>
<font size="3">
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.3(3)
</font>
</TD>
<TD>
<font size="3">
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.4(4)
</font>
</TD>
<TD>
<font size="3">
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.5(4)
</font>
</TD>
<TD>
<font size="3">
Certificate of Designation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.6(2)
</font>
</TD>
<TD>
<font size="3">
Certificate of Designation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.7(5)
</font>
</TD>
<TD>
<font size="3">
Certificate of Designation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.8(6)
</font>
</TD>
<TD>
<font size="3">
Certificate of Amendment to Amended and Restated Certificate of
Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.9(6)
</font>
</TD>
<TD>
<font size="3">
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.10 (7)
</font>
</TD>
<TD>
<font size="3">
Certificate of Amendment to Amended and Restated Certificate of Incorporation.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
3.11
</font>
</TD>
<TD>
<font size="3">
Bylaws of the Registrant, as amended.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.1 (8)
</font>
</TD>
<TD>
<font size="3">
Third Amended and Restated Rights Agreement
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.1 (9)
</font>
</TD>
<TD>
<font size="3">
Exchangeable Share Provisions attaching to the exchangeable shares of JDS
Uniphase Canada Ltd. (formerly 3506967 Canada Inc.).
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.2 (10)
</font>
</TD>
<TD>
<font size="3">
Voting and Exchange Trust Agreement dated as of July 6, 1999 between
Registrant, JDS Uniphase Canada Ltd. and CIBC Mellon Trust Company.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.3 (10)
</font>
</TD>
<TD>
<font size="3">
Exchangeable Share Support Agreement dated as of July 6, 1999 between
Registrant, JDS Uniphase Canada Ltd. and JDS Uniphase Nova Scotia
Company.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.4 (10)
</font>
</TD>
<TD>
<font size="3">
JDS Uniphase Canada Ltd. Rights Agreement dated as of June 30, 1999 between
the JDS Uniphase Canada Ltd. and CIBC Mellon Trust Company.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
4.5 (10)
</font>
</TD>
<TD>
<font size="3">
Registration Rights Agreement dated as of July 6, 1999 between Registrant, JDS
Uniphase Canada Ltd. and The Furukawa Electric Co., Ltd.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.1 (11)
</font>
</TD>
<TD>
<font size="3">
Amended and Restated 1993 Flexible Stock Incentive Plan.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.2 (12)
</font>
</TD>
<TD>
<font size="3">
Stockholder Agreement dated as of June 9, 1998, by and between Uniphase
Corporation, and Koninklijke Philips Electronics N.V.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.3 (12)
</font>
</TD>
<TD>
<font size="3">
Series A Preferred Conversion and Redemption Agreement dated as of June
9, 1998, by and between Uniphase Corporation and Koninklijke Philips
Electronics N.V.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.4 (13)
</font>
</TD>
<TD>
<font size="3">
1998 Employee Stock Purchase Plan.
</font>
</TD>
</TR>


  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.5 (10)
</font>
</TD>
<TD>
<font size="3">
Support Agreement dated as of April 29, 1999, by and among Uniphase
Corporation, 3506967 Canada Inc., The Furukawa Electric Company, Ltd., and
JDS FITEL Inc.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.6 (14)
</font>
</TD>
<TD>
<font size="3">
Employment Agreement for Russ Johnson
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.7 (14)
</font>
</TD>
<TD>
<font size="3">
Employment Agreement for Frederick Leonberger
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.8 (14)
</font>
</TD>
<TD>
<font size="3">
Employment Agreement for Dan E. Pettit
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.9 (14)
</font>
</TD>
<TD>
<font size="3">
Employment Agreement for Anthony R. Muller
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.10 (14)
</font>
</TD>
<TD>
<font size="3">
Employment Agreement for Kevin N. Kalkhoven
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.11
</font>
</TD>
<TD>
<font size="3">
Retention and Change of Control Agreement for Jozef Straus, Ph.D
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.12
</font>
</TD>
<TD>
<font size="3">
Retention and Change of Control Agreement for M. Zita Cobb
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
10.13
</font>
</TD>
<TD>
<font size="3">
First Amendment to  Employment Agreement for Kevin Kalkhoven
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
21.1
</font>
</TD>
<TD>
<font size="3">
Subsidiaries of the Registrant.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
23.1
</font>
</TD>
<TD>
<font size="3">
Consent of Ernst & Young LLP, Independent auditors.
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
24.1
</font>
</TD>
<TD>
<font size="3">
Powers of Attorney (See Page 29).
</font>
</TD>
</TR>

  <TR vAlign=top>
<TD>
<font size="3">
&nbsp;
27.1
</font>
</TD>
<TD>
<font size="3">
Financial Data Schedule for the year ended June 30, 2000.
</font>
</TD>
</TR>
</TABLE>

<BLOCKQUOTE>
<P ALIGN="JUSTIFY">(1) Incorporated by reference to the exhibits filed
with the Registrant's registration statement on Form S-1, which was
declared effective November 17, 1993.
<P ALIGN="JUSTIFY">(2) Incorporated by reference to exhibits 3.1 and 4.1
to the Company's Registration Statement on Form S-3 filed July 14, 1999.

<P ALIGN="JUSTIFY">(3) Incorporated by reference to exhibit 3.(i)(b)(2)
to the Company's Report on Form 10-Q for the period ending December 31,
1998.

<P ALIGN="JUSTIFY">(4) Incorporated by reference to exhibits 3.(i)(c) and
3.(i)(d) to the Company's Report of Form 10-K filed September 28, 1998.


<P ALIGN="JUSTIFY">(5) Incorporated by reference to exhibit 10.3 to the
Company's current Report on Form 8-K filed June 24, 1998.


<P ALIGN="JUSTIFY">(6) Incorporated by reference to exhibits 3.8 and 3.9
to the Company's Report of Form 10-Q for the period ending December 31,
1999
<P ALIGN="JUSTIFY">(7) Incorporated by reference to the exhibit filed
with the Registrant's quarterly report on Form 10-Q for the period ended
March 31, 2000
<P ALIGN="JUSTIFY">(8) Incorporated by reference to Registrant's
Registration Statement on Form 8-A 12G/A filed on June 30, 1999.

<P ALIGN="JUSTIFY">(9) Incorporated by reference to Registrant's
definitive Proxy Statement on Schedule 14A filed on June 2, 1999.

<P ALIGN="JUSTIFY">(10) Incorporated by reference to the exhibits filed
with the Registrant's annual report on Form 10-K for the period ended
June 30, 1999.

<P ALIGN="JUSTIFY">(11) Incorporated by reference to exhibits filed with
the Registrant's registration statement on form S-8, file number 33-31722
filed with the Securities and Exchange Commission on February 27, 1996.

<P ALIGN="JUSTIFY">(12) Incorporated by reference to the exhibit to the
Company's Current Report on Form 8-K filed June 24, 1998.


<P ALIGN="JUSTIFY">(13) Incorporated by reference to the exhibit to the
Company's Annual Report on Form 10-K filed September 28, 1998.

<P ALIGN="JUSTIFY">(14) Incorporated by reference to the exhibit filed
with the Registrant's quarterly report on Form 10-Q for the period ended
September 30, 1999.
</BLOCKQUOTE>










<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.11
<SEQUENCE>2
<FILENAME>bylaws.htm
<DESCRIPTION>BYLAWS
<TEXT>

<HTML>
<head>
<TITLE>bylaws</TITLE>
</head>

<body bgcolor=white>

                               <B><P ALIGN="RIGHT"><FONT SIZE=2>Exhibit 3.11</P></B>

<B><P ALIGN="CENTER">BYLAWS</P>

<P ALIGN="CENTER">OF</P>

<P ALIGN="CENTER">JDS UNIPHASE CORPORATION</P>
<P ALIGN="CENTER">(formerly Uniphase Corporation)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">a Delaware corporation</P>
</B>
<FONT SIZE=2><P></P>
</FONT>
<B><P ALIGN="CENTER">ARTICLE I</P>
<I><P ALIGN="CENTER">Offices</P>
</B></I>
<B><I><P>Section 1.  Registered Office.</B></I>  </P>

<P>&#9;&#9;The registered office of the corporation in the State of Delaware
shall be in the City of Dover, County of Kent.  </P>

<B><I><P>Section 2.  Other Offices.</B></I>  </P>

<P>&#9;&#9;The corporation shall also have and maintain an office or principal
place of business at 163 Baypointe Parkway, San Jose, California 95134, and may
also have offices at such other places, both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the corporation may require.  </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE II</P>
<I><P ALIGN="CENTER">Stockholders' Meetings</P>
</B></I>
<B><I><P>Section 1.  Place of Meetings.</B></I>  </P>

<P>&nbsp;</P>
<P>&#9;&#9;Meetings of the stockholders of the corporation shall be held at such
place, either within or without the State of Delaware, as may be designated from
time to time by the Board of Directors,or, if not so designated, then at the
office of the corporation required to be maintained pursuant to Section&nbsp;2
of Article&nbsp;I hereof.  </P>

<B><I><P>Section 2.  Annual Meetings.</B></I>  </P>

<P>&nbsp;</P>
<P>&#9;&#9;The annual meetings of the stockholders of the corporation,
commencing with the year 1994, for the purpose of election of directors and for
such other business as may lawfully come before it, shall be held on such date
and at such time as may be designated from time to time by the Board of
Directors. </P>

<B><I><P>Section 3.  Special Meetings.</B></I>  </P>

<P>&#9;&#9;Special Meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by the Chairman of the Board or the Chief
Executive Officer or the Board of Directors at any time, subject to the rights
of the holders of any stock having a preference over the common stock as to
dividends or liquidation.  Stockholders are not permitted to call a special
meeting or to require the Board of Directors to call a special meeting of
stockholders.</P>

<B><I><P>Section 4.  Notice of Meetings.</B></I>  </P>

<P>&#9;&#9;(a)&#9;Except as otherwise provided by law or the Certificate of
Incorporation, written notice of each meeting of stockholders, specifying the
place, date and hour and purpose or purposes of the meeting, shall be given not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote thereat, directed to his address as it appears upon
the books of the corporation; except that where the matter to be acted on is a
merger or consolidation of the Corporation or a sale, lease or exchange of all
or substantially all of its assets, such notice shall be given not less than
twenty&nbsp;(20) nor more than sixty&nbsp;(60) days prior to such meeting.  </P>

<P>&#9;&#9;(b)&#9;If at any meeting action is proposed to be taken which, if
taken, would entitle shareholders fulfilling the requirements of
section&nbsp;262(d) of the Delaware General Corporation Law to an appraisal of
the fair value of their shares, the notice of such meeting shall contain a
statement of that purpose and to that effect and shall be accompanied by a copy
of that statutory section.  </P>

<P>&#9;&#9;(c)&#9;When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken unless the
adjournment is for more than thirty days, or unless after the adjournment a new
record date is fixed for the adjourned meeting, in which event a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.  </P>

<P>&#9;&#9;(d)&#9;Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after such meeting, and
to the extent permitted by law, will be waived by any stockholder by his
attendance thereat, in person or by proxy.  Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.  </P>

<P>&#9;&#9;(e)&#9;Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it or of his legal representatives or
assigns, except in those cases where an irrevocable proxy permitted by statute
has been given.  </P>

<B><I><P>&nbsp;</P>
<P>Section 5.  Quorum and Voting.  </P>
</B></I>
<P>&#9;&#9;(a)&#9;At all meetings of stockholders, except where otherwise
provided by law, the Certificate of Incorporation, or these Bylaws, the
presence, in person or by proxy duly authorized, of the holders of a majority of
the outstanding shares of stock entitled to vote shall constitute a quorum for
the transaction of business. Shares, the voting of which at said meeting have
been enjoined, or which for any reason cannot be lawfully voted at such meeting,
shall not be counted to determine a quorum at said meeting.  In the absence of a
quorum, any meeting of stockholders may be adjourned, from time to time, by vote
of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting.  At such adjourned meeting at
which a quorum is present or represented any business may be transacted which
might have been transacted at the original meeting.  The stockholders present at
a duly called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.  </P>

<P>&#9;&#9;(b)&#9;Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of a majority of
the voting power represented at any meeting at which a quorum is present shall
be valid and binding upon the corporation.  </P>

<B><I><P>Section 6.  Voting Rights.  </P>
</B></I>
<P>&#9;&#9;(a)&#9;Except as otherwise provided by law, only persons in whose
names shares entitled to vote stand on the stock records of the corporation on
the record date for determining the stockholders entitled to vote at said
meeting shall be entitled to vote at such meeting.  Shares standing in the names
of two or more persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such persons
is present in person or represented by proxy, such person shall have the right
to vote such shares and such shares shall be deemed to be represented for the
purpose of determining a quorum.  </P>

<P>&#9;&#9;(b)&#9;Every person entitled to vote or execute consents shall have
the right to do so either in person or by an agent or agents authorized by a
written proxy executed by such person or his duly authorized agent, which proxy
shall be filed with the Secretary of the corporation at or before the meeting at
which it is to be used.  Said proxy so appointed need not be a stockholder.  No
proxy shall be voted on after three years from its date unless the proxy
provides for a longer period.  </P>

<P>&#9;&#9;(c)&#9;Without limiting the manner in which a stockholder may
authorize another person or persons to act for him as proxy pursuant to
subsection (b) of this section, the following shall constitute a valid means by
which a stockholder may grant such authority:</P>

<P>&#9;&#9;&#9;(1)&#9;A stockholder may execute a writing authorizing another
person or persons to act for him as proxy.  Execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent signing such
writing or causing his or her signature to be affixed to such writing by any
reasonable means including, but not limited to, by facsimile signature.  </P>

<P>&#9;&#9;&#9;(2)&#9;A stockholder may authorize another person or persons to
act for him as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, or other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder.  Such authorization can be established by the signature of the
stockholder on the proxy, either in writing or by a signature stamp or facsimile
signature, or by a number or symbol from which the identity of the stockholder
can be determined, or by any other procedure deemed appropriate by the
inspectors or other persons making the determination as to due authorization.
If it is determined that such telegrams, cablegrams or other electronic
transmissions are valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the information upon which
they relied.</P>

<P>&#9;&#9;(d)&#9;Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (c)
of this section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.  </P>

<B><I><P>Section 7.  Voting Procedures and Inspectors of Elections.</B></I>
</P>

<P>&#9;&#9;(a)&#9;The corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof.  The corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act.  If no inspector
or alternate is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.  </P>

<P> &#9;&#9;(b)&#9;The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots.  The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors.</P>

<P>&#9;&#9;(c)&#9;The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting.  No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the Inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.</P>

<P>&#9;&#9;(d)&#9;In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 212(c)(2) of the Delaware General Corporation Law, ballots and the
regular books and records of the corporation, except that the inspectors may
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record.  If the inspectors consider other reliable information for the
limited purpose permitted herein, the inspectors at the time they make their
certification pursuant to subsection (b)(v) of this section shall specify the
precise information considered by them including the person or persons from whom
they obtained the information, when the information was obtained, the means by
which the information was obtained and the basis for the inspectors' belief that
such information is accurate and reliable.  </P>

<B><I><P>Section 8.  List of Stockholders.</B></I>  </P>

<P>&#9;&#9;The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at said meeting, arranged
in alphabetical order, showing the address of and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held and which
place shall be specified in the notice of the meeting, or, if not specified, at
the place where said meeting is to be held, and the list shall be produced and
kept at the time and place of meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  </P>

<B><I><P>Section 9.  Stockholder Proposals at Annual Meetings.</B></I>  </P>

<P>&#9;&#9;At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, otherwise properly brought before the meeting by or at
the direction of the Board of Directors or otherwise properly brought before the
meeting by a stockholder.  In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation.  To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation, not
less than 30 days nor more than 60 days prior to the meeting; provided, however,
that in the event that less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made.  A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting, (i)&nbsp;a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii)&nbsp;the
name and record address of the stockholder proposing such business,
(iii)&nbsp;the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (iv)&nbsp;any material interest of
the stockholder in such business.  </P>

<P>&#9;&#9;Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section&nbsp;9, provided, however, that nothing in
this Section&nbsp;9 shall be deemed to preclude discussion by any stockholder of
any business properly brought before the annual meeting in accordance with said
procedure.  </P>

<P>&#9;&#9;The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section&nbsp;9, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.  </P>

<B><I><P>Section&nbsp;10.  Nominations of Persons for Election to the Board of
Directors.</B></I>  </P>

<P>&#9;&#9;In addition to any other applicable requirements, only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors.  Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section&nbsp;10.  Such nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of the corporation.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the corporation not less than 30
days nor more than 60 days prior to the meeting; provided, however, that in the
event that less than 40 days\ notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made.  Such stockholder's notice shall set forth
(a)&nbsp;as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i)&nbsp;the name, age, business address
and residence address of the person, (ii)&nbsp;the principal occupation or
employment of the person, (iii)&nbsp;the class and number of shares of the
corporation which are beneficially owned by the person, and (iv)&nbsp;any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule&nbsp;14a
under the Securities Exchange Act of 1934; and (b)&nbsp;as to the stockholder
giving the notice, (i)&nbsp;the name and record address of the stockholder, and
(ii)&nbsp;the class and number of shares of the corporation which are
beneficially owned by the stockholder.  The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation.  No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth herein.  These provisions shall not apply to nomination of any persons
entitled to be separately elected by holders of preferred stock.  </P>

<P>&#9;&#9;The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.  </P>

<B><I><P>Section 11.  Action Without Meeting.</B></I>  </P>

<P>&#9;&#9;Unless otherwise provided in the Certificate of Incorporation, any
action required by statute to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, are signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.  To be effective, a written consent must be delivered to
the corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to a corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.  Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty days of the earliest dated consent delivered in the
manner required by this Section to the corporation, written consents signed by a
sufficient number of holders to take action are delivered to the corporation in
accordance with this Section.  Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.  </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE III</P>
<I><P ALIGN="CENTER">Directors</P>
</B></I>
<P>&nbsp;</P>
<B><I><P>Section 1.  Number and Term of Office.</I>  </P>
</B>
<P>&#9;&#9;The number of directors which shall constitute the whole of the Board
of Directors shall be ten (10).  With the exception of the first Board of
Directors, which shall be elected by the incorporators, and except as provided
in Section&nbsp;3 of this Article&nbsp;III, the directors shall be elected by a
plurality vote of the shares represented in person or by proxy, at the
stockholders annual meeting in each year and entitled to vote on the election of
directors.  Elected directors shall hold office until their successors shall be
duly elected and qualified.  Directors need not be stockholders.  If, for any
cause, the Board of Directors shall not have been elected at an annual meeting,
they may be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.
</P>

<B><I><P>Section 2.  Powers.</B></I>  </P>

<P>&#9;&#9;The powers of the corporation shall be exercised, its business
conducted and its property controlled by or under the direction of the Board of
Directors.  </P>

<B><I><P>Section 3.  Vacancies.</B></I>  </P>

<P>&#9;&#9;Vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, and each director so elected shall hold office for the unexpired
portion of the term of the director whose place shall be vacant, and until his
successor shall have been duly elected and qualified.  A vacancy in the Board of
Directors shall be deemed to exist under this section in the case of the death,
removal or resignation of any director, or if the stockholders fail at any
meeting of stockholders at which directors are to be elected (including any
meeting referred to in Section&nbsp;4 below) to elect the number of directors
then constituting the whole Board.  </P>

<B><I><P>Section 4.  Resignations and Removals.  </P>
</B></I>
<P>&#9;&#9;(a)&#9;Any director may resign at any time by delivering his written
resignation to the Secretary, such resignation to specify whether it will be
effective at a particular time, upon receipt by the Secretary or at the pleasure
of the Board of Directors.  If no such specification is made it shall be deemed
effective at the pleasure of the Board of Directors.  When one or more directors
shall resign from the Board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office for the unexpired portion of the term of the director whose
place shall be vacated and until his successor shall have been duly elected and
qualified.  </P>

<P>&#9;&#9;(b)&#9;At a special meeting of stockholders called for the purpose in
the manner hereinabove provided, the Board of Directors, or any individual
director, may be removed from office, with or without cause, and a new director
or directors elected by a vote of stockholders holding a majority of the
outstanding shares entitled to vote at an election of directors.  </P>
<B><I>
<P>Section 5.  Meetings.  </P>
</B></I>
<P>&#9;&#9;(a)&#9;The annual meeting of the Board of Directors shall be held
immediately after the annual stockholders' meeting and at the place where such
meeting is held or at the place announced by the Chairman at such meeting.  No
notice of an annual meeting of the Board of Directors shall be necessary and
such meeting shall be held for the purpose of electing officers and transacting
such other business as may lawfully come before it.  </P>

<P>&#9;&#9;(b)&#9;Except as hereinafter otherwise provided, regular meetings of
the Board of Directors shall be held in the office of the corporation required
to be maintained pursuant to Section&nbsp;2 of Article&nbsp;I hereof.  Regular
meetings of the Board of Directors may also be held at any place within or
without the State of Delaware which has been designated by resolutions of the
Board of Directors or the written consent of all directors.  </P>

<P>&#9;&#9;(c)&#9;Special meetings of the Board of Directors may be held at any
time and place within or without the State of Delaware whenever called by the
Chairman of the Board or, if there is no Chairman of the Board, by the
President, or by any of the directors.</P>

<P>&#9;&#9;(d)&#9;Written notice of the time and place of all regular and
special meetings of the Board of Directors shall be delivered personally to each
director or sent by telegram or facsimile transmission at least 48&nbsp;hours
before the start of the meeting, or sent by first class mail at least
120&nbsp;hours before the start of the meeting.  Notice of any meeting may be
waived in writing at any time before or after the meeting and will be waived by
any director by attendance thereat.  </P>

<B><I><P>Section 6.  Quorum and Voting.  </P>
</B></I>
<P>&#9;&#9;(a)&#9;A quorum of the Board of Directors shall consist of a majority
of the exact number of directors fixed from time to time in accordance with
Section&nbsp;I of Article&nbsp;III of these Bylaws, but not less than one;
provided, however, at any meeting whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.  </P>

<P>&#9;&#9;(b)&#9;At each meeting of the Board at which a quorum is present all
questions and business shall be determined by a vote of a majority of the
directors present, unless a different vote be required by law, the Certificate
of Incorporation, or these Bylaws.  </P>

<P>&#9;&#9;(c)&#9;Any member of the Board of Directors, or of any committee
thereof, may participate in a meeting by means of conference telephone or
similar communication equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.  </P>

<P>&#9;&#9;(d)&#9;The transactions of any meeting of the Board of Directors, or
any committee thereof, however called or noticed, or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present and if, either before or after the meeting, each of the
directors not present shall sign a written waiver of notice, or a consent to
holding such meeting, or an approval of the minutes thereof.  All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.  </P>

<B><I><P>Section 7.  Action Without Meeting.</B></I>  </P>

<P>&#9;&#9;Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or of such committee, as the case may be, consent
thereto in writing, and such writing or writings are filed with the minutes of
proceedings of the Board or committee.  </P>

<B><I><P>Section 8.  Fees and Compensation. </B> </P>
</I>
<P>&#9;&#9;Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution of the Board of Directors.   </P>

<B><I><P>Section 9.  Committees.  </P>
</B></I>
<P>&#9;&#9;(a)<I>&#9;Executive Committee:</I>  The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint an Executive
Committee of not less than one member, each of whom shall be a director.  The
Executive Committee, to the extent permitted by law, shall have and may exercise
when the Board of Directors is not in session all powers of the Board in the
management of the business and affairs of the corporation, including, without
limitation, the power and authority to declare a dividend or to authorize the
issuance of stock, except such committee shall not have the power or authority
to amend the Certificate of Incorporation, to adopt an agreement or merger or
consolidation, to recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, to recommend
to the stockholders of the Corporation a dissolution of the Corporation or a
revocation of a dissolution, or to amend these Bylaws.  </P>

<P>&#9;&#9;(b)<I>&#9;Other Committees:</I>  The Board of Directors may, by
resolution passed by a majority of the whole Board, from time to time appoint
such other committees as may be permitted by law.  Such other committees
appointed by the Board of Directors shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committee, but in no event shall any such committee have the powers denied to
the Executive Committee in these Bylaws.  </P>

<P>&#9;&#9;(c)<I>&#9;Term:</I>  The members of all committees of the Board of
Directors shall serve a term coexistent with that of the Board of Directors
which shall have appointed such committee.  The Board, subject to the provisions
of subsections&nbsp;(a) or&nbsp;(b) of this Section&nbsp;9, may at any time
increase or decrease the number of members of a committee or terminate the
existence of a committee; provided, that no committee shall consist of less than
one member.  The membership of a committee member shall terminate on the date of
his death or voluntary resignation, but the Board may at any time for any reason
remove any individual committee member and the Board may fill any committee
vacancy created by death, resignation, removal or increase in the number of
members of the committee.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.  </P>

<P>&#9;&#9;(d)<I>&#9;Meetings:</I>  Unless the Board of Directors shall
otherwise provide, regular meetings of the Executive Committee or any other
committee appointed pursuant to this Section&nbsp;9 shall be held at such times
and places as are determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each member of such
committee, no further notice of such regular meetings need be given thereafter;
special meetings of any such committee may be held at the principal office of
the corporation required to be maintained pursuant to Section&nbsp;2 of
Article&nbsp;I hereof; or at any place which has been designated from time to
time by resolution of such committee or by written consent of all members
thereof, and may be called by any director who is a member of such committee,
upon written notice to the members of such committee of the time and place of
such special meeting given in the manner provided for the giving of written
notice to members of the Board of Directors of the time and place of special
meetings of the Board of Directors.  Notice of any special meeting of any
committee may be waived in writing at any time after the meeting and will be
waived by any director by attendance thereat.  A majority of the authorized
number of members of any such committee shall constitute a quorum for the
transaction of business, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of such committee.  </P>

<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">ARTICLE IV</P>
<I><P ALIGN="CENTER">Officers</P>
</B></I>
<P>&nbsp;</P>
<B><I><P>Section 1.  Officers Designated.</B></I>  </P>

<P>&#9;&#9;The officers of the corporation shall be a Chairman of the Board of
Directors and a President, each of whom shall be a member of the Board of
Directors, and one or more Vice-Presidents, a Secretary, and a Treasurer.  The
order of the seniority of the Vice Presidents shall be in the order of their
nomination, unless otherwise determined by the Board of Directors.  The Board of
Directors or the Chairman of the Board or the President may also appoint one or
more assistant secretaries, assistant treasurers, and such other officers and
agents with such powers and duties as it or he shall deem necessary.  The Board
of Directors may assign such additional titles to one or more of the officers as
they shall deem appropriate.  Any one person may hold any number of offices of
the corporation at any one time unless specifically prohibited therefrom by law.
The salaries and other compensation of the officers of the corporation shall be
fixed by or in the manner designated by the Board of Directors.  </P>

<B><I><P>Section 2.  Tenure and Duties of Officers.</B></I>  </P>

<P>&#9;&#9;(a)<I>&#9;General:</I>  All officers shall hold office at the
pleasure of the Board of Directors and until their successors shall have been
duly elected and qualified, unless sooner removed.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors.  If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.  Nothing in these Bylaws shall
be construed as creating any kind of contractual right to employment with the
corporation.  </P>

<P>&#9;&#9;(b)<I>&#9;Duties of the Chairman of the Board of Directors: </I> The
Chairman of the Board of Directors (if there be such an officer appointed) shall
preside at all meetings of the shareholders and the Board of Directors.  The
Chairman of the Board of Directors shall perform such other duties and have such
other powers as the Board of Directors shall designate from time to time.  </P>

<P>&#9;&#9;(c)<I>&#9;Duties of President:</I>  The President shall be the chief
executive officer of the corporation (unless the Board of Directors shall
designate otherwise) and shall preside at all meetings of the shareholders and
at all meetings of the Board of Directors, unless the Chairman of the Board of
Directors has been appointed and is present.  The President shall perform such
other duties and have such other powers as the Board of Directors shall
designate from time to time.  </P>

<P>&#9;&#9;(d)<I>&#9;Duties of Vice-Presidents:</I>  The Vice-Presidents, in the
order of their seniority, may assume and perform the duties of the President in
the absence or disability of the President or whenever the office of the
President is vacant.  The Vice-President shall perform such other duties and
have such other powers as the Board of Directors or the President shall
designate from time to time.  </P>

<P>&#9;&#9;(e)<I>&#9;Duties of Secretary:</I>  The Secretary shall attend all
meetings of the shareholders and of the Board of Directors and any committee
thereof, and shall record all acts and proceedings thereof in the minute book of
the corporation.  The Secretary shall give notice, in conformity with these
Bylaws, of all meetings of the shareholders, and of all meetings of the Board of
Directors and any Committee thereof requiring notice.  The Secretary shall
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.  The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform such
other duties and have such other powers as the Board of Directors or the
President shall designate from time to time.  </P>

<P>&#9;&#9;(f)<I>&#9;Duties of Treasurer:</I>  The Treasurer shall keep or cause
to be kept the books of account of the corporation in a thorough and proper
manner, and shall render statements of the financial affairs of the corporation
in such form and as often as required by the Board of Directors or the
President.  The Treasurer, subject to the order of the Board of Directors, shall
have the custody of all funds and securities of the corporation.  The Treasurer
shall perform all other duties commonly incident to his office and shall perform
such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time.  The President may direct any
Assistant Treasurer to assume and perform the duties of the Treasurer in the
absence or disability of the Treasurer, and each Assistant Treasurer shall
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.   At the election of the
Board of Directors, the duties of Treasurer shall be performed by a Vice
President designated by the Board of Directors to perform financial functions.
</P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE V</P>
<I><P ALIGN="CENTER">Execution of Corporate Instruments, and</P>
<P ALIGN="CENTER">Voting of Securities Owned by the Corporation</P>

<P>&nbsp;</P>
<P>Section 1.  Execution of Corporate Instruments.</B>  </P>
</I>
<P>&#9;&#9;(a)&#9;The Board of Directors may, in its discretion, determine the
method and designate the signatory officer or officers, or other person or
persons, to execute any corporate instrument or document, or to sign the
corporate name without limitation, except where otherwise provided by law, and
such execution or signature shall be binding upon the corporation.  </P>

<P>&#9;&#9;(b)&#9;Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts of the corporation,
promissory notes, deeds of trust, mortgages and other evidences of indebtedness
of the corporation, and other corporate instruments or documents requiring the
corporate seal, and certificates of shares of stock owned by the corporation,
shall be executed, signed or endorsed by the Chairman of the Board (if there be
such an officer appointed) or by the President; such documents may also be
executed by any Vice-President and by the Secretary or Treasurer or any
Assistant Secretary or Assistant Treasurer.  All other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, may be
executed as aforesaid or in such other manner as may be directed by the Board of
Directors.  </P>

<P>&#9;&#9;(c)&#9;All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation, or in special accounts of the
corporation, shall be signed by such person or persons as the Board of Directors
shall authorize so to do.  </P>

<B><I><P>Section 2.  Voting of Securities Owned by Corporation.</B></I>  </P>

<P>&#9;&#9;All stock and other securities of other corporations owned or held by
the corporation for itself, or for other parties in any capacity, shall be
voted, and all proxies with respect thereto shall be executed, by the person
authorized so to do by resolution of the Board of Directors or, in the absence
of such authorization, by the Chairman of the Board (if there be such an officer
appointed), or by the President, or by any Vice-President.  </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE VI</P>
<I><P ALIGN="CENTER">Shares of Stock</P>

<P>&nbsp;</P>
<P>Section 1.  Form and Execution of Certificates.</B></I> </P>

<P>&#9;&#9;Certificates for the shares of stock of the corporation shall be in
such form as is consistent with the Certificate of Incorporation and applicable
law.  Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of the corporation by, the Chairman of the
Board (if there be such an officer appointed), or by the President or any Vice-
President and by the Treasurer or Assistant Treasurer or the Secretary or
Assistant Secretary, certifying the number of shares owned by him in the
corporation.  Any or all of the signatures on the certificate may be a
facsimile.  In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.  If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in section&nbsp;202 of the
Delaware General Corporation Law, in lieu of the foregoing requirements, there
may be set forth on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.  </P>

<B><I><P>Section 2.  Lost Certificates.</B>  </P>
</I>
<P>&#9;&#9;The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to indemnify the
corporation in such manner as it shall require and/or to give the corporation a
surety bond in such form and amount as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.  </P>

<B><I><P>Section 3.  Transfers.</I>  </P>
</B>
<P>&#9;&#9;Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a certificate or certificates for a like
number of shares, properly endorsed.  </P>

<B><I><P>Section 4.  Fixing Record Dates.  </P>
</B></I>
<P>&#9;&#9;(a)&#9;In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting.  If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the date on which the meeting is held.  A determination of
stockholders of record entitled notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
</P>

<P>&#9;&#9;(b)&#9;In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the Delaware General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.  Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.  </P>

<P>&#9;&#9;(c)&#9;In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.  </P>

<B><I><P>Section 5.  Registered Stockholders.</B></I>  </P>

<P>&#9;&#9;The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.  </P>
<B><P ALIGN="CENTER">ARTICLE VII</P>
<I><P ALIGN="CENTER">Other Securities of the Corporation</P>
</B></I>
<P>&nbsp;</P>
<P>&#9;&#9;All bonds, debentures and other corporate securities of the
corporation, other than stock certificates, may be signed by the Chairman of the
Board (if there be such an officer appointed), or the President or any Vice-
President or such other person as may be authorized by the Board of Directors
and the corporate seal impressed thereon or a facsimile of such seal imprinted
thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that
where any such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signature of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons.  Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation,
or such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person.  In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or before the bond,
debenture or other corporate security so signed or attested shall have been
delivered, such bond, debenture or other corporate security nevertheless may be
adopted by the corporation and issued and delivered as though the person who
signed the same or whose facsimile signature shall have been used thereon had
not ceased to be such officer of the corporation.  </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE VIII</P>
<I><P ALIGN="CENTER">Corporate Seal</P>
</B></I>
<P>&nbsp;</P>
<P>&#9;&#9;The corporate seal shall consist of a die bearing the name of the
corporation and the state and date of its incorporation.  Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.  </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE IX</P>
<I><P ALIGN="CENTER">Indemnification of</P>
<P ALIGN="CENTER">Officers, Directors, Employees and Agents</P>
</B></I><P ALIGN="CENTER"></P>
<P>&nbsp;</P>
<B><I><P>Section 1.  Right to Indemnification.</B></I>  </P>

<P>&#9;&#9;Each person who was or is a party or is threatened to be made a party
to or is involved (as a party, witness, or otherwise), in any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "Proceeding"), by reason of the
fact that he, or a person of whom he is the legal representative, is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee, or agent of
another corporation or of a partnership, joint venture, trust, or other
enterprise, including service with respect to employee benefit plans, whether
the basis of the Proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other capacity while serving as
a director, officer, employee, or agent (hereafter an "Agent"), shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended or interpreted (but, in the case of any such amendment or
interpretation, only to the extent that such amendment or interpretation permits
the corporation to provide broader indemnification rights than were permitted
prior thereto) against all expenses, liability, and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to
be paid in settlement, and any interest, assessments, or other charges imposed
thereon, and any federal, state, local, or foreign taxes imposed on any Agent as
a result of the actual or deemed receipt of any payments under this Article)
reasonably incurred or suffered by such person in connection with investigating,
defending, being a witness in, or participating in (including on appeal), or
preparing for any of the foregoing in, any Proceeding (hereinafter "Expenses");
<U>provided</U>, <U>however</U>, that except as to actions to enforce
indemnification rights pursuant to Section&nbsp;3 of this Article, the
corporation shall indemnify any Agent seeking indemnification in connection with
a Proceeding (or part thereof) initiated by such person only if the Proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this Article shall be a contract
right.  </P>

<B><I><P>Section 2.  Authority to Advance Expenses.</B></I>  </P>

<P>&#9;&#9;Expenses incurred by an officer or director (acting in his capacity
as such) in defending a Proceeding shall be paid by the corporation in advance
of the final disposition of such Proceeding, <U>provided</U>, <U>however</U>,
that if required by the Delaware General Corporation Law, as amended, such
Expenses shall be advanced only upon delivery to the corporation of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article or otherwise.  Expenses incurred
by other Agents of the corporation (or by the directors or officers not acting
in their capacity as such, including service with respect to employee benefit
plans) may be advanced upon such terms and conditions as the Board of Directors
deems appropriate.  Any obligation to reimburse the corporation for Expense
advances shall be unsecured and no interest shall be charged thereon.</P>

<B><I><P>Section 3.  Right of Claimant to Bring Suit.</B></I>  </P>

<P>&#9;&#9;If a claim under Section&nbsp;1 or 2 of this Article is not paid in
full by the corporation within 120&nbsp;days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense (including attorneys' fees) of prosecuting such claim.  It shall be
a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in defending a Proceeding in advance of its final
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct that make it permissible
under the Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed.  Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper under the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant had not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.  </P>

<B><I><P>Section 4.  Provisions Nonexclusive.</B></I>  </P>

<P>&#9;&#9;The rights conferred on any person by this Article shall not be
exclusive of any other rights that such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office.  To the extent that any provision of the Certificate, agreement, or vote
of the stockholders or disinterested directors is inconsistent with these
bylaws, the provision, agreement, or vote shall take precedence.  </P>

<B><I><P>Section 5.  Authority to Insure.</B></I>  </P>

<P>&#9;&#9;The corporation may purchase and maintain insurance to protect itself
and any Agent against any Expense, whether or not the corporation would have the
power to indemnify the Agent against such Expense under applicable law or the
provisions of this Article.  </P>

<B><I><P>Section 6.  Survival of Rights.</B></I>  </P>

<P>&#9;&#9;The rights provided by this Article shall continue as to a person who
has ceased to be an Agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.  </P>

<B><I><P>Section&nbsp;7.  Settlement of Claims.</B>  </P>
</I>
<P>&#9;&#9;The corporation shall not be liable to indemnify any Agent under this
Article (a)&nbsp;for any amounts paid in settlement of any action or claim
effected without the corporation's written consent, which consent shall not be
unreasonably withheld; or (b)&nbsp;for any judicial award if the corporation was
not given a reasonable and timely opportunity, at its expense, to participate in
the defense of such action.  </P>

<B><I><P>Section 8.  Effect of Amendment.</B>  </P>
</I>
<P>&#9;&#9;Any amendment, repeal, or modification of this Article shall not
adversely affect any right or protection of any Agent existing at the time of
such amendment, repeal, or modification.  </P>

<B><I><P>Section&nbsp;9.  Subrogation. </B> </P>
</I>
<P>&#9;&#9;In the event of payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Agent, who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the corporation effectively to bring suit to enforce such
rights.  </P>

<B><I><P>Section&nbsp;10.  No Duplication of Payments.</B>  </P>
</I>
<P>&#9;&#9;The corporation shall not be liable under this Article to make any
payment in connection with any claim made against the Agent to the extent the
Agent has otherwise actually received payment (under any insurance policy,
agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
</P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE X</P>
<I><P ALIGN="CENTER">Notices</P>
</B></I><P ALIGN="CENTER"></P>
<P>&nbsp;</P>
<P>&#9;&#9;Whenever, under any provisions of these Bylaws, notice is required to
be given to any stockholder, the same shall be given in writing, timely and duly
deposited in the United&nbsp;States Mail, postage prepaid, and addressed to his
last known post office address as shown by the stock record of the corporation
or its transfer agent.  Any notice required to be given to any director may be
given by the method hereinabove stated, or by telegram or other means of
electronic transmission, except that such notice other than one which is
delivered personally, shall be sent to such address or (in the case of facsimile
telecommunication) facsimile telephone number as such director shall have filed
in writing with the Secretary of the corporation, or, in the absence of such
filing, to the last known post office address of such director.  If no address
of a stockholder or director be known, such notice may be sent to the office of
the corporation required to be maintained pursuant to Section&nbsp;2 of
Article&nbsp;I hereof.  An affidavit of mailing, executed by a duly authorized
and competent employee of the corporation or its transfer agent appointed with
respect to the class of stock affected, specifying the name and address or the
names and addresses of the stockholder or stockholders, director or directors,
to whom any such notice or notices was or were given, and the time and method of
giving the same, shall be conclusive evidence of the statements therein
contained.  All notices given by mail, as above provided, shall be deemed to
have been given as at the time of mailing and all notices given by telegram or
other means of electronic transmission shall be deemed to have been given as at
the sending time recorded by the telegraph company or other electronic
transmission equipment operator transmitting the same.  It shall not be
necessary that the same method of giving be employed in respect of all
directors, but one permissible method may be employed in respect of any one or
more, and any other permissible method or methods may be employed in respect of
any other or others.  The period or limitation of time within which any
stockholder may exercise any option or right, or enjoy any privilege or benefit,
or be required to act, or within which any director may exercise any power or
right, or enjoy any privilege, pursuant to any notice sent him in the manner
above provided, shall not be affected or extended in any manner by the failure
of such a stockholder or such director to receive such notice.  Whenever any
notice is required to be given under the provisions of the statutes or of the
Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.  Whenever notice is
required to be given, under any provision of law or of the Certificate of
Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person.  Any action
or meeting which shall be taken or held without notice to any such person with
whom communication is unlawful shall have the same force and effect as if such
notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.  </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">ARTICLE XI</P>
<I><P ALIGN="CENTER">Amendments</P>
</B></I><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P>&#9;&#9;These Bylaws may be repealed, altered or amended or new Bylaws
adopted by written consent of stockholders in the manner authorized by
Section&nbsp;8 of Article&nbsp;II, or at any meeting of the stockholders, either
annual or special, by the affirmative vote of a majority of the stock entitled
to vote at such meeting.  The Board of Directors shall also have the authority
to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without
limitation, the amendment of any Bylaws setting forth the number of directors
who shall constitute the whole Board of Directors) by unanimous written consent
or at any annual, regular, or special meeting by the affirmative vote of a
majority of the whole number of directors, subject to the power of the
stockholders to change or repeal such Bylaws and provided that the Board of
Directors shall not make or alter any Bylaws fixing the qualifications,
classifications, or term of office of directors.   </P>

</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>strauss.htm
<DESCRIPTION>AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>STRAUSS</TITLE>
</HEAD>
<BODY>

                               <B><P ALIGN="RIGHT"><FONT SIZE=2>Exhibit 10.11</P></B>


<B><FONT SIZE=2><P ALIGN="CENTER">RETENTION AGREEMENT</P>
</B><P>This Agreement is entered into effective July 6, 1999, by and between JDS Uniphase Inc. (the
"Company") and Jozef Strauss ("Employee").</P>
<P>I. For the purposes of this Agreement, the following definitions apply:</P>

<P>(a) "Cause" means:


<OL TYPE="i">
<OL TYPE="i">

<OL TYPE="i">

<LI>willful malfeasance by Employee, which has a material adverse effect on the Company;</LI>
<LI>substantial and continuing willful refusal by Employee to perform duties ordinarily performed by
an employee in the same position and having similar duties as Employee;</LI>
<LI>conviction of Employee for an indictable offense which has a material adverse effect on the
Company's goodwill if Employee is retained as an employee of the Company;</LI>
<LI>willful failure by Employee to comply with material policies and procedures of the
Company.</LI></OL>
</OL>
</OL>
<DIR>
<DIR>

<P>(b) "Change of Control" means the occurrence of one or more of the following with
respect to the Company or with respect to JDS Uniphase Corporation:</P></DIR>
</DIR>

<OL TYPE="i">
<OL TYPE="i">

<OL TYPE="i">

<LI>the acquisition by any person (or related group of persons), whether by tender or exchange offer
made directly to the shareholders, open market purchases or any other transaction or series of
transactions, of shares of the Company or of Common Stock, as the case may be, possessing sufficient
voting power in the aggregate to elect an absolute majority of the members of the Board of Directors
of the Company or of JDS Uniphase Corporation, as the case may be;</LI>
<LI>a merger or consolidation in which the Company or JDS Uniphase Corporation, as the case may be,
is not the surviving entity, except for a transaction in which securities representing more than
fifty percent (50%) of the total combined voting power of the surviving entity are held by persons
who held shares of the Company or Common Stock as the case may be, immediately prior to such merger
or consolidation and the members of the Board of Directors of the Company or of JDS Uniphase
Corporation, as the case may be, immediately before such merger or consolidation constitute a
majority of the Board of Directors of the Company or of JDS Uniphase Corporation, as the case may
be, immediately after such merger or consolidation;</LI>
<LI>any reverse merger in which the Company or JDS Uniphase Corporation, as the case may be, is the
surviving entity but in which either securities representing more than fifty (50%) of the total
combined voting power of the outstanding securities of the Company or of JDS Uniphase Corporation,
as the case may be, are transferred or issued to holders different from those who held such
securities immediately prior to such merger or those members of the Board of Directors of the
Company or of JDS Uniphase Corporation, as the case may be, immediately before such merger do not
constitute a majority of the Board of Directors immediately after such merger; or the sale, transfer
or other disposition of all or substantially all of the assets of the Company or of JDS Uniphase
Corporation, as the case may be;</LI></OL>
</OL>
</OL>

<P>but any such event in respect of the Company that does not result in any change in the beneficial
ownership of the Company by JDS Uniphase Corporation is deemed not to be a Change of Control.</P>

<P>(c) "Common Stock" means the aggregate of:</P>
<OL TYPE="a">
<OL TYPE="a">
<DIR>
<DIR>

<OL TYPE="a">

<LI>the issued and outstanding $.001 par value, Common Stock of JDS Uniphase Corporation; and,</LI>
<LI>the issued and outstanding exchangeable shares in the capital of 3506967 Canada Inc. (the name
of which has been or will be changed to JDS Uniphase Canada Ltd.), an indirect subsidiary of JDS
Uniphase Corporation;</LI></OL>
</DIR>
</DIR>
</OL>
</OL>


<P>(d) "Good Reason" means:

<OL TYPE="i">
<OL TYPE="i">

<OL TYPE="i">

<LI>a material reduction in Employee's salary without Employee's prior written consent;</LI>
<LI>a material adverse change in Employee's position, duties or responsibilities without Employee's
prior written consent;</LI>
<LI>an actual change in Employee's principal work location by more than 50 kilometers without
Employee's prior written consent;</LI>
<LI>failure by the Company to obtain from any successor company the assumption of the Company's
obligations under this Agreement; or</LI>
<LI>resignation by the Executive for any reason within six months of a Change of Control;</LI></OL>
</OL>
</OL>
<DIR>
<DIR>

<P>(e) "Disabled" means a mental or physical disability, illness or injury, evidenced by medical
reports from a duly qualified medical practitioner, which renders the Employee unable to perform the
essential duties of his or her position, and "Disability" has a corresponding meaning.</P></DIR>
</DIR>



<P>(f) "Effective Date" means:</LI>

<OL TYPE="i">
<OL TYPE="i">

<OL TYPE="i">

<LI>in the event the Company terminates the employment of Employee, the date designated by the
Company as the last day of Employee's employment;</LI>
<LI>in the event the Employee resigns his or her employment with the Company, the date designated by
the Company as the effective date of resignation;</LI>
<LI>in the event the Employee dies, the date of death; </LI>
<LI>in the event the Employee becomes Disabled, the date designated by the Company as the last day
of Employee's employment.</LI></OL>
</OL>
</OL>

<P>2. This Agreement expires five years from the date hereof (the "Expiry Date").</P>
<P>3. If at any time up to and including the Expiry Date:</P>
<OL TYPE="a">

<LI>the employment of the Employee is terminated without Cause;</LI>
<LI>Employee dies;</LI>
<LI>the employment of the Employee ceases due to Disability; or</LI>
<LI>Employee resigns his or her employment with the Company for Good Reason, then in addition to
Employee's entitlement to salary, benefits and unused paid vacation, all as accrued to the Effective
Date, on providing to the Company a full and final release in form and substance acceptable to the
Company, acting reasonably,</LI></OL>

<OL TYPE="i">
<OL TYPE="i">

<OL TYPE="i">

<LI>Employee shall receive and accept payment of a sum equivalent to three year's salary (calculated
based on the salary rate in effect at the Effective Date), plus three year's bonus (calculated based
on the average of the bonus awarded to Employee in each of the previous three years of employment
with the Company) less any amounts to which Employee is otherwise entitled under any statutory
and/or Company long or short term disability plan, in full and final satisfaction of any statutory,
contractual or common law entitlements which Employee has or could have as a result of the cessation
of employment (which sum shall be subject to applicable statutory deductions); and </LI>
<LI>Employee's right, title and entitlement to any unvested options or any other securities or
similar incentives which have been granted or issued to employee in existence as of the Effective
Date, shall vest immediately with Employee, free from any restrictions, provided that all such
securities shall continue to be exercisable (if applicable) for 90 days from the Effective Date or
until the time that such securities would have otherwise expired (if applicable) whichever is
earlier.</LI></OL>
</OL>
</OL>

<OL START=4>

<LI>Employee and the Company acknowledge and agree that this Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario, Canada. If either party takes any
legal proceedings of any nature in respect of this Agreement, such proceedings must be commenced in
the Regional Municipality of Ottawa-Carleton, in the Province of Ontario, Canada, and are to be
governed by the applicable statutory or civil procedural rules of Ontario. Employee and the Company
agree that they hereby attorn to the jurisdiction of the Ontario Courts. </LI>
<LI>This Agreement constitutes the entire Agreement between the parties as to Employee's rights and
entitlements upon the cessation of the employment relationship between them, where such cessation
occurs on or before the Expiry Date. Employee and the Company each agree and acknowledge that no
promises or representations have been made to or by the other, and that there are no terms or
understandings relating to this Agreement, other than those expressly set out in this written
documents. The foregoing does not limit any obhgation the Employee would otherwise have under any
proprietary, invention or similar agreement or under any incentive plan in which the Employee is a
participant.</LI>
<LI>Employee and the Company each specifically agree and acknowledge that they each waive recourse
to any remedies in tort, and further agree and acknowledge their intent that all rights and
habilities pertaining to the cessation of the employment relationship between them, where such
cessation occurs on or before the Expiry Date, be as set out in this Agreement (or in any subsequent
modification of this Agreement, provided that the modification is in writing and signed by both
parties).</LI>
<LI>Employee and the Company acknowledge that they have received, or have been provided with
sufficient opportunity to receive, independent legal advice prior to executing this
Agreement.</LI></OL>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<font size="2">
                   <b>JDS Uniphase Inc.</b>
</TD></TR></TABLE>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
       By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left>
<font size="2">
/s/ Michael C. Phillips
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Name:&nbsp;</TD>
    <TD align=left>
<font size="2">
Michael C. Phillips
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Title:&nbsp;</TD>
    <TD align=left><I>
<font size="2">
Vice President
  </I></TD></TR></TABLE></P>


<P>&nbsp;
<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="50%">
<font size="2">
<u>/s/  Konstantin Kotzeff</u><br>
Witness
</font>
</TD>
<TD WIDTH="50%">
<font size="2">
<u>/s/ Jozef Straus<br></u>
Jozef Straus
</font>
</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

<B><U>
<P ALIGN="CENTER">AGREEMENT</B> <B>REGARDING</B> <B>CHANGE</B> <B>OF</B> <B>CONTROL</P>
<DIR>
<DIR>
<DIR>

</B></U></FONT><FONT SIZE=2><P ALIGN="CENTER">This Agreement is entered into effective July 6, 1999
by and between JDS Uniphase Inc., (the "Company"), and Jozef Strauss ("Executive").</P>
</DIR>
</DIR>
</DIR>

</FONT><B><U><FONT SIZE=1><P ALIGN="CENTER">RECITALS</P>
</B></U></FONT><FONT SIZE=2><P>Executive is employed by the Company and is a valued officer of the
Company. As an inducement to Executive to remain in the employ of the Company, the Company wishes to
provide for certain rights in favour of Executive to exercise options to purchase shares of Common
Stock (as defined below) held by Executive upon a Change of Control (as defined below) of the
Company upon the terms herein provided. </P>
<DIR>
<DIR>
<DIR>

<P>NOW THEREFORE, in consideration of the foregoing and the mutual promises</P>
</DIR>
</DIR>
</DIR>

<P>herein contained, the parties agree as follows:</P>
<B><U><P ALIGN="CENTER">AGREEMENT</P>
</FONT><P>Section</P>
<FONT SIZE=2><P>1. Definitions</P><DIR>
<DIR>
<DIR>
<DIR>

</B></U><P>For purposes of this Agreement, the following definitions shall apply:</P></DIR>
</DIR>
</DIR>
</DIR>

<P>"Change of Control" means the occurrence of one or more of the following with respect to the
Company or with respect to JDS Uniphase Corporation:</P>
<OL TYPE="i">
<OL TYPE="i">

<OL TYPE="i">

<LI>the acquisition by any person (or related group of persons), whether by tender or exchange offer
made directly to the shareholders, open market purchases or any other transaction or series of
transactions, of shares of the Company or of Common Stock, as the case may be, possessing sufficient
voting power in the aggregate to elect an absolute majority of the members of the Board of Directors
of the Company or of JDS Uniphase Corporation, as the case maybe; </LI>
<LI>a merger or consolidation in which the Company or JDS Uniphase Corporation, as the case may be,
is not the surviving entity, except for a transaction in which securities representing more than
fifty percent (50%) of the total combined voting power of the surviving entity are held by persons
who held shares of the Company or Common Stock, as the case may be, immediately prior to such merger
or consolidation and the members of the Board of Directors of the Company or of JDS Uniphase
Corporation, as the case may be, immediately before such merger or consolidation constitute a
majority of the Board of Directors of the Company or of JDS Uniphase Corporation, as the case may
be, immediately after such merger or consolidation; </LI>
<LI>any reverse merger in which the Company or JDS Uniphase Corporation, as the case may be, is the
surviving entity but in which either securities representing more than fifty (50%) of the total
combined voting power of the outstanding securities of the Company or of JDS Uniphase Corporation,
as the case may be, are transferred or issued to holders different from those who held such
securities immediately prior to such merger or those members of the Board of Directors of the
Company or of JDS Uniphase Corporation, as the case may be, immediately before such merger do not
constitute a majority of the Board of Directors immediately after such merger; or</LI>
<LI>the sale, transfer or other disposition of all or substantially all of the assets of the Company
or of JDS Uniphase Corporation, as the case may be;</LI></OL>
</OL>
</OL>

<P>but any such event in respect of the Company that does not result in any change in the beneficial
ownership of the Company by JDS Uniphase Corporation is deemed not to be a Change of Control.</P>


<P>"Closing Date" means the date of the first closing of the transaction constituting a Change of
Control.</P>




<P>"Common Stock" means the aggregate of:</P>


<P>(a) the issued and outstanding $.001 par value, common stock of JDS Uniphase Corporation;
and,</P>
<P>(b) the issued and outstanding exchangeable shares in the capital of 3506967 Canada Inc. (the
name of which has been or will be changed to JDS Uniphase Canada Ltd.), an indirect subsidiary of
JDS Uniphase Corporation;</P>

<P>"Executive's Stock Options" shall mean any options to purchase Common Stock  held by Executive
that have been issued to Executive by the Company or by JDS Uniphase Corporation prior to a Closing
Date.</P>



<B><U><P>Section</B></U> <B><U>2.</B></U> <B><U>Acceleration</B></U> <B><U>of</B></U>
<B><U>Options</B></U> <B><U>on</B></U> <B><U>a</B></U> <B><U>Change</B></U> <B><U>in</B></U>
<B><U>Control</P>
</B></U><P>The Company agrees that the right of Executive to exercise the Executive's Stock Options
shall be accelerated as of the Closing Date of a Change of Control so that Executive's Stock Options
shall become fully exercisable as of the Closing Date as to all shares of the Common Stock subject
thereto and, subject to the terms of this Section 2, remain exercisable thereafter in accordance
with their terms. The foregoing acceleration of the right of Executive to exercise Executive's Stock
Options shall apply notwithstanding any contrary terms in any stock option plan pursuant to which
such Options are granted or any stock option agreement executed by the Company or by JDS Uniphase
Corporation with respect to Executive's Stock Options, including, without limitation, any stock
option plan terms that are adopted or any stock option agreement executed after the date hereof.
Such acceleration of the exercisability of the Executive's Stock Options shall apply and occur
without further action on the part of the Company, its Board of Directors, stockholders. Executive
or any other party. As a condition to an acceleration of the Executive's Stock Options as provided
in this Section 2, Executive agrees that Executive's Stock Options shall terminate as of the Closing
Date to the extent unexercised as of such Closing Date if the terms and conditions of such Change of
Control require that all employee stock options terminate as of such Closing Date. In no event shall
this Section 2 be interpreted to cause the Executive's Stock Options to be exercisable for a greater
number of shares of Common Stock than were subject to the Executive's Stock Options immediately
prior to the Closing Date.</P>
<B><U><P>Section</B></U> <B><U>3.</B></U> <B><U>No</B></U> <B><U>Employment</B></U>
<B><U>Agreement</P>
</B></U><P>Except as previously herein provided. Executive and the Company each acknowledge and
agree that this Agreement does not provide for the terms and conditions of Executive's employment
with the Company and does not require or obligate Executive to provide services to the Company or
the Company to continue to employ Executive.</P>
<B><U><P>Section</B></U> <B><U>4.</B></U> <B><U>Notices</P>
</B></U><P>All notices or other communications required or permitted hereunder shall be made in
writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid,
by certified or registered mail, return receipt requested, and addressed to the Company at:</P><DIR>
<DIR>
<DIR>
<DIR>

<P>JDS Uniphase Inc.<br>
570 West Hunt Club Road<br>
Nepean Ontario K2G 5W8<br>

<P>Or to the Executive at:<br>
691 Hillcrest Avenue<br>
Ottawa, ON<br>
K2A 2N2</P></DIR>
</DIR>
</DIR>
</DIR>

<P>Notice of change of address shall be effective only when done in accordance with this
Section.</P>
<B><U><P>Section</U> <U>5.</U> <U>Successors</P>
<DIR>
<DIR>
<DIR>

</B></U><P>This Agreement shall be binding upon and shall inure to the benefit of the
parties
>hereto and their respective heirs, executors, administrators, successors and assigns.</P>
</DIR>
</DIR>
</DIR>


<B><U><P>Section</B></U> <B><U>6.</B></U> <B><U>Ontario</B></U> <B><U>Law</P><DIR>
<DIR>
<DIR>
<DIR>

</B></U><P>The laws of the Province of Ontario shall govern the interpretation,
performance
and enforcement of this Agreement.</P>
</DIR>
</DIR>
</DIR>
</DIR>

<P>IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<font size="2">
                   <b>JDS Uniphase Inc.</b>
</TD></TR></TABLE>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
       By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left>
<font size="2">
/s/ Michael C. Phillips
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Name:&nbsp;</TD>
    <TD align=left>
<font size="2">
Michael C. Phillips
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Title:&nbsp;</TD>
    <TD align=left><I>
<font size="2">
Vice President
  </I></TD></TR></TABLE></P>


<P>&nbsp;
<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="50%">
<font size="2">
<u>/s/  Konstantin Kotzeff</u><br>
Witness
</font>
</TD>
<TD WIDTH="50%">
<font size="2">
<u>/s/ Jozef Strauss</u><br>
Jozef Strauss
</font>
</TD>
</TR>
</TABLE>


<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>zita.htm
<DESCRIPTION>AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>ZITA RETENTION AGREEMENT</TITLE>
</HEAD>
<BODY>

                               <B><P ALIGN="RIGHT"><FONT SIZE=2>Exhibit 10.12</P></B>

<B><P ALIGN="CENTER"><FONT SIZE=2>RETENTION AGREEMENT</P>

</B><P>This Agreement is entered into effective July 6, 1999, by and between JDS Uniphase
Inc. (the "Company") and Zita Cobb ("Employee").</P>
<P>I.       For the purposes of this Agreement, the following definitions apply:</P><DIR>
<DIR>

<P>(a)     "Cause" means:</P></DIR>
</DIR>

<OL TYPE="i">
<DIR>
<DIR>

<OL TYPE="i">

<LI>willful malfeasance by Employee, which has a material adverse effect on the Company;</LI>

<LI>substantial and continuing willful refusal by Employee to perform duties ordinarily performed by
an employee in the same position and having similar duties as Employee;</LI>

<LI>conviction of Employee for an indictable offense which has a material adverse effect on the
Company's goodwill if Employee is retained as an employee of the Company;</LI>

<LI>willfull failure by Employee to comply with material policies and procedures of the
Company.</LI></OL>
</DIR>
</DIR>
</OL>

</FONT><FONT SIZE=1><DIR>
<DIR>

</FONT><FONT SIZE=2><P>    (b)     "Good Reason" means:</P></DIR>
</DIR>

<OL TYPE="i">
<DIR>
<DIR>

<OL TYPE="i">

<LI>a material reduction in Employee's salary without Employee 's prior written consent;</LI>

<LI>a material adverse change in Employee's position, duties or responsibilities without Employee's
prior written consent;</LI>

<LI>an actual change in Employee's principal work location by more than 50 kilometers without
Employee's prior written consent; or</LI>

<LI>failure by the  Company to obtain from any successor company the assumption of the Company's
obligations under this Agreement.</LI></OL>
</DIR>
</DIR>
</OL>
<DIR>
<DIR>

<P>     (c)     "Disabled" means a mental or physical disability, illness or injury, evidenced
by
medical reports from a duly qualified medical practitioner, which renders the
Employee unable to perform the essential duties of his or her position, and
"Disability" has a corresponding meaning.</P>


<P>     (d)     "Effective Date" means:</P></DIR>
</DIR>

<OL TYPE="i">
<DIR>
<DIR>

<OL TYPE="i">

<LI>in the event the Company terminates the employment of Employee, the date designated by the
Company as the last day of Employee's employment;</LI>

<LI>in the event the Employee resigns his or her employment with the Company, the date designated by
the Company as the effective date of resignation;</LI>

<LI>in the event the Employee dies, the date of death;</LI>

<LI>in the event the Employee becomes Disabled, the date designated by the Company as the last day
of Employee's employment.</LI></OL>
</DIR>
</DIR>
</OL>

<P>2.       This Agreement expires five years from the date hereof (the "Expiry Date").</P>
<P>3.       If at any time up to and including the Expiry Date:</P><DIR>
<DIR>

<P>(a)     the employment of the Employee is terminated without Cause;</P>
<P>(b)     Employee dies;</P>
<P>(c)     the employment of the Employee ceases due to Disability; or</P>
<P>(d)     Employee resigns his or her employment with the Company for Good Reason,
then in addition to Employee's entitlement to salary, benefits and unused paid vacation, all
as accrued to the Effective Date, on providing to the Company a full and final release in
form and substance acceptable to the Company, acting reasonably,</P>

</DIR>
</DIR>

<OL TYPE="i">
<DIR>
<DIR>

<OL TYPE="i">

<LI>Employee shall receive and accept payment of a sum equivalent to three year's salary (calculated
based on the salary rate in effect at the Effective Date), plus three year's bonus (calculated based
on the average of the bonus awarded to Employee in each of the previous three years of employment
with the Company) less any amounts to which Employee is otherwise entitled under any statutory
and/or company long or short term disability plan, in full and final satisfaction of any statutory,
contractual or common law entitlements which Employee has or could have as a result of the cessation
of employment (which sum shall be subject to applicable statutory deductions); and</LI>

<LI>Employee's right, title and entitlement to any unvested options or any other securities or
similar Incentives which have been granted or issued to Employee in existence as of the Effective
Date shall Vest immediately with Employee, free from any restrictions, provided that all such
securities shall continue to be exercisable (if applicable) for 90 days from the Effective Date or
until the time that such securities would have otherwise expired (if applicable) whichever is
earlier.</LI></OL>
</DIR>
</DIR>
</OL>

</FONT><FONT FACE="Arial" SIZE=1>
</FONT><FONT SIZE=2><P>4.      Employee and the Company acknowledge and agree that this Agreement
shall be governed
by and construed in accordance with the laws of the Province of Ontario, Canada. If either
party takes any legal proceedings of any nature in respect of this Agreement, such
proceedings must be commenced in the Regional Municipality of Ottawa-Carleton, in the
Province of Ontario, Canada, and are to be governed by the applicable statutory or civil
procedural rules of Ontario. Employee and the Company agree that they hereby attorn to the
jurisdiction of the Ontario Courts.</P>

<P>5.      This Agreement constitutes the entire Agreement between the parties as to Employee's
rights
and entitlements upon the cessation of the employment relationship between them) where
such cessation occurs on or before the Expiry Date. Employee and the Company each agree
and acknowledge that no promises or representations have been made to or by the other, and
that there are no terms or understandings relating to this Agreement, other than those
expressly set out in this written document. The foregoing does not limit any obligation the
Employee would otherwise have under any proprietary, invention or similar agreement or
under any incentive plan in which the Employee is a participant.</P>

<P>6.     Employee and the Company each specifically agree and acknowledge that they each
waive
recourse to any remedies in tort, and further agree and acknowledge their intent that all
rights
and liabilities pertaining to the cessation of the employment relationship between them,
where such cessation occurs on or before the Expiry Date, be as set out in this Agreement
(or in any subsequent modification of this Agreement, provided that the modification is in
writing and signed by both parties).</P>

<P>7.     Employee and the Company acknowledge that they have received, or have been provided with
sufficient opportunity to receive, independent legal advice prior to executing this Agreement.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<font size="2">
                   <b>JDS Uniphase Inc.</b>
</TD></TR></TABLE>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
       By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left>
<font size="2">
/s/ Michael C. Phillips
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Name:&nbsp;</TD>
    <TD align=left>
<font size="2">
Michael C. Phillips
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Title:&nbsp;</TD>
    <TD align=left><I>
<font size="2">
Vice President
  </I></TD></TR></TABLE></P>


<P>&nbsp;
<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="50%">
<font size="2">
Witness: /s/  Konstantin Kotzeff
</font>
</TD>
<TD WIDTH="50%">
<font size="2">
Employee: /s/ Mary Zita Cobb
</font>
</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>

<B><U><FONT SIZE=2><P ALIGN="CENTER">AGREEMENT</B></U> <B><U>REGARDING</B></U> <B><U>CHANGE</B></U>
<B><U>OF</B></U> <B><U>CONTROL</P>
</B></U>

<P>This Agreement is entered into effective July 6, 1999 by and between JDS
Uniphase Inc., (the "Company"), and Zita Cobb ("Executive").</P>
<B><U><P ALIGN="CENTER">RECITALS</P>

</B></U><P>Executive is employed by the Company and is a valued officer of the Company.</P>

<P>As an inducement to Executive to remain in the employ of the Company, the Company wishes to</P>
<P>provide for certain rights in favour of Executive to exercise options to purchase shares of</P>
<P>Common Stock (as defined below) held by Executive upon a Change of Control (as defined</P>
<P>below) of the Company upon the terms herein provided.</P>

<P>NOW THEREFORE, in consideration of the foregoing and the mutual promises
herein contained, the parties agree as follows:</P>
</FONT>
<B><U><FONT SIZE=2><P ALIGN="CENTER">AGREEMENT</P>
</FONT><P>Section</P>

<P>1.&#9;Definition</P>
</B></U><DIR>
<DIR>
<DIR>
<DIR>

<FONT SIZE=2><P>For purposes of this Agreement, the following definitions shall apply:</P>
<P>"Change of Control" means the occurrence of one or more of the following with
respect to the Company or with respect to JDS Uniphase Corporation:</P>
</DIR>
</DIR>
</DIR>
</DIR>


<OL TYPE="i">
<DIR>
<DIR>

<OL TYPE="i">

<LI>the acquisition by any person (or related group of persons), whether by tender or exchange offer
made directly to the shareholders, open market purchases or any other transaction or series of
transactions, of shares of the Company or of Common Stock, as the case may be, possessing sufficient
voting power in the aggregate to elect an absolute majority of the members of the Board of Directors
of the Company or of JDS Uniphase Corporation, as the case may be;</LI>

<LI>a merger or consolidation in which the Company or JDS Uniphase Corporation, as the case may be,
is not the surviving entity, except for a transaction in which securities representing more than
fifty percent (50%) of the total combined voting power of the surviving entity are held by persons
who held shares of the Company or Common Stock, as the case maybe, immediately prior to such merger
or consolidation and the members of the Board of Directors of the Company or of JDS Uniphase
Corporation, as the case may be, immediately before such merger or consolidation constitute a
majority of the Board of Directors of the Company or of JDS Uniphase Corporation, as the case may
be, immediately after such merger or consolidation;</LI>

<LI>any reverse merger in which the Company or JDS Uniphase Corporation, as the case may be, is the
surviving entity but in which either securities representing more than fifty (50%) of the total
combined voting power of the outstanding securities of the Company or of JDS Uniphase Corporation,
as the case maybe, are transferred or issued to holders different from those who held such
securities immediately prior to such merger or those members of the Board of Directors of the
Company or of JDS Uniphase Corporation, as the case may be, immediately before such merger do not
constitute a majority of the Board of Directors immediately after such merger; or</LI>

<LI>the sale, transfer or other disposition of all or substantially all of the assets of the Company
or of JDS Uniphase Corporation, as the case may be;</LI></OL>
</DIR>
</DIR>
</OL>


<P>&nbsp;</P>
<P>but any such event in respect of the Company that does not result in any change in the beneficial
ownership of the Company by JDS Uniphase Corporation is deemed not to be a Change of Control.</P>

<P>"Closing Date" means the date of the first closing of the transaction constituting a Change of
Control. "Common Stock" means the aggregate of:</P>
<DIR>
<DIR>

<P>(a)     the issued and outstanding $.001 par value, common stock of JDS Uniphase
Corporation; and,</P>



<P>(b)     the issued and outstanding exchangeable shares in the capital of 3506967 Canada
Inc. (the name of which has been or will be changed to JDS Uniphase Canada
Ltd.), an indirect subsidiary of JDS Uniphase Corporation;</P>

</DIR>
</DIR>

<P>"Executive's Stock Options" shall mean any options to purchase Common Stock
held by Executive that have been issued to Executive by the Company or by JDS Uniphase
Corporation prior to a Closing Date.</P>



<B><U><P>Section</B></U> <B><U>2.</B></U>    <B><U>Acceleration</B></U> <B><U>of</B></U>
<B><U>Options</B></U> <B><U>on</B></U> <B><U>a</B></U> <B><U>Change</B></U> <B><U>in</B></U>
<B><U>Control</P>
</B></U>
<P>The Company agrees that the right of Executive to exercise the Executive's Stock Options shall be
accelerated as of the Closing Date of a Change of Control so that Executive's Stock Options shall
become fully exercisable as of the Closing Date as to all shares of the Common Stock subject thereto
and, subject to the terms of this Section 2, remain exercisable thereafter in accordance with their
terms. The foregoing acceleration of the right of Executive to exercise Executive's Stock Options
shall apply notwithstanding any contrary terms in any stock option plan pursuant to which such
Options are granted or any stock option agreement executed by the Company or by JDS Uniphase
Corporation with respect to Executive's Stock Options, including, without limitation, any stock
option plan terms that are adopted or any stock option agreement executed after the date hereof.
Such acceleration of the exercisability of the Executive's Stock Options shall apply and occur
without further action on the part of the Company, its Board of Directors, stockholders, Executive
or any other party. As a condition to an acceleration of the Executive's Stock Options as provided
in this Section 2, Executive agrees that Executive's Stock Options shall terminate as of the Closing
Date to the extent unexercised as of such Closing Date if the terms and conditions of such Change of
Control require that all employee stock options terminate as of such Closing Date. In no event shall
this Section 2 be interpreted to cause the Executive's Stock Options to be exercisable for a greater
number of shares of Common Stock than were subject to the Executive's Stock Options immediately
prior to the Closing Date.</P>
<B><U><P>Section</B></U> <B><U>3.</B></U>    <B><U>No</B></U> <B><U>Employment</B></U>
<B><U>Agreement</P>
</B></U>
<P>Except as previously herein provided. Executive and the Company each acknowledge and agree that
this Agreement does not provide for the terms and conditions of Executive's employment with the
Company and does not require or obligate Executive to provide services to the Company or the Company
to continue to employ Executive.</P>
<B><U><P>Section</B></U> <B><U>4.</B></U>    <B><U>Notices</P>
</B></U>
<P>All notices or other communications required or permitted hereunder shall be made in writing and
shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by
certified or registered mail, return receipt requested, and addressed to the Company at:</P>

<BLOCKQUOTE>

<P>JDS Uniphase Inc.<br>
570 West Hunt Club Road<br>
Nepean Ontario K2G 5W8</P>

<P>Or to the Executive at:<br>
200 Rideau Terrace<br>
Apt. 1401<br>
Ottawa, ON KIM 023</P>

</BLOCKQUOTE>

</FONT><FONT FACE="Arial">
</FONT><FONT SIZE=2><P>Notice of change of address shall be effective only when done in accordance
with this Section.</P>
</FONT><FONT FACE="Courier New">

</FONT><B><U><FONT SIZE=2><P>Section</B></U> <B><U>5.</B></U>    <B><U>Successors</P>

</B></U><P>This Agreement shall be binding upon and shall inure to the benefit of the
parties
hereto and their respective heirs, executors, administrators, successors and assigns.</P>

<B><U><P>Section</B></U> <B><U>6.</B></U>    <B><U>Ontario</B></U> <B><U>Law</P>

</B></U><P>The laws of the Province of Ontario shall govern the interpretation,
performance and enforcement of this Agreement</P>


<P>IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.</P>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
<font size="2">
                   <b>JDS Uniphase Inc.</b>
</TD></TR></TABLE>

<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
       By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD align=left>
<font size="2">
/s/ Michael C. Phillips
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Name:&nbsp;</TD>
    <TD align=left>
<font size="2">
Michael C. Phillips
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
<TD><font size="2">
<p>
    Title:&nbsp;</TD>
    <TD align=left><I>
<font size="2">
Vice President
  </I></TD></TR></TABLE></P>


<P>&nbsp;
<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="50%">
<font size="2">
Witness: /s/  Konstantin Kotzeff
</font>
</TD>
<TD WIDTH="50%">
<font size="2">
Employee: /s/ Mary Zita Cobb
</font>
</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>kevin.htm
<DESCRIPTION>AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>FIRST AMEMDMENT</TITLE>
</HEAD>
<BODY>

                               <B><P ALIGN="RIGHT"><FONT SIZE=2>Exhibit 10.13</P></B>



<B><FONT SIZE=2><P ALIGN="CENTER">FIRST AMEMDMENT</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">EMPLOYMENT AGREEMENT</P><DIR>
<DIR>

</B><P>This First Amendment, dated as of May 17, 2000 is between JDS Uniphase Corporation, a
Delaware corporation (the "Company") and Kevin Kalkhoven ("Employee").</P></DIR>
</DIR>

<B><U><P ALIGN="CENTER">PREMISES</P>
</B></U><P>WHEREFORE,</P>
<OL>

<LI>Employee and the Company are parties to an Employment Agreement, dated as of September 29, 1999
(the "Employment Agreement").</LI>
<LI>Employee has indicated his desire to retire from his current positions as an officer and
director of the Company and from full-time employment with the Company. The Company wishes to retain
Employee as a part-time employee until July 31, 2001 to assist the Company on strategic and
operational issues as herein specified.</LI>
<LI>The parties wish to amend the Employment Agreement to provide for such retirement and part-time
employment on the terms herein provided.</LI></OL>

<P>NOW, THEREFORE, the parties hereby amend the Employment Agreement as follows:</P>
<U><P ALIGN="CENTER">FIRST AMENDMENT</P>
<OL>

<LI>Scope</U> <U>of</U> <U>First</U> <U>Amendment.</LI>
</U><P>This Employment Agreement shall only serve to modify and amend those sections and provisions
of the Employment Agreement specifically modified and amended herein, and the Employment Agreement
shall remain in full force and effect, as so modified and amended by this First Amendment. To the
extent of</P>
<P>any conflict between this First Amendment and the Employment Agreement, this First Amendment
shall prevail, take precedence and govern the rights and obligations of the parties. Except as
specifically herein provided, defined terms set forth in the Employment Agreement shall have the
same meaning for purposes</P>
<P>of this First Amendment.</P>

<U><LI>Retirement</U> <U>and</U> <U>Resignation.</LI>
</U><P>Effective as of the date hereof, Employee resigns as officer and director of the Company, and
the Company accepts such resignations. Such resignations shall not serve to terminate Employee's
employment with the Company, which continue on the terms herein provided and in the Employment
Agreement.</P>
<U><LI>Amendment</U> <U>to</U> <U>Exhibit</U> <U>A:</U> <U>Terms</U> <U>of</U> <U>Part-Time</U>
<U>Employment.</LI>

<OL TYPE="a">
<OL TYPE="a">

</U><LI>For all periods, on and after the date hereof, during the Term, Exhibit A to the Employment
Agreement shall be amended in its entirety to be as set forth in Exhibit 1-A attached hereto, and
Sections 2(a), 3 and 5 of the Employment Agreement shall be amended to reflect Exhibit 1-A to
replace prior Exhibit A to the Employment Agreement.</LI>
<LI>During any period of part-time employment by Employee, Employee shall perform such services at
such times and places as directed by the Company in accordance with Exhibit I-A hereto and in
accordance with the Company's general policies, procedures and requirements for part-time
employees.</LI></OL>
</OL>

</FONT><U><FONT FACE="Arial" SIZE=1>
<LI>Term</LI></OL>
<DIR>
<DIR>

</U></FONT><FONT SIZE=2><P>Section 4 of the Employment Agreement shall be amended to change all
references to July 6, 2004 therein from July 6, 2004 to July 31, 2001. Any rights of Employee under
Section 5 of the Employment Agreement shall be determined on the basis of a Severance Period that
shall in any event terminate on July 31, 2001. Upon July 31, 2001, the Term shall expire, and
Employee's employment with the Company shall terminate, unless the parties shall agree otherwise in
writing to extend such employment on at will basis. Upon such expiration, Employee shall have no
rights to further salary, compensation, benefits or other payments or consideration of any kind for
periods after July 31, 2001.</P>
</FONT>
<P>&nbsp;</P></DIR>
</DIR>

<P>JDS Uniphase Corporation</P>

<P ALIGN="LEFT"><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=650>
  <TR vAlign=bottom>
<TD WIDTH="50%">
<font size="2">
By:<u> /s/ Michael C. Phillips</u><br>
Title: Senior Vice President
</font>
</TD>
<TD WIDTH="50%">
<font size="2">
<u>/s/ Kevin Kalkhoven</u><br>
Kevin Kalkhoven
</font>
</TD>
</TR>
</TABLE>


<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>
<P ALIGN="CENTER">Exhibit A</P>
<FONT SIZE=2><P ALIGN="CENTER">JDS Uniphase Nova Scotia Company</P>
<P ALIGN="CENTER">JDS Uniphase, Inc.</P>
<P ALIGN="CENTER">AFC Technologies, Inc.</P>
<P ALIGN="CENTER">Oprel Technologies, Inc.</P>
<P ALIGN="CENTER">JDS Uniphase Holdings, Inc.</P>
<B><U><P ALIGN="CENTER">EXHIBIT 1-A</P>
<P ALIGN="CENTER">Employee Position:</P>
<OL TYPE="a">

</B></U><LI>Employee shall be employed on a full-time basis until July 31, 2000. Thereafter,
Employee shall be a part-time employee providing 20 hours of service per week at such times as the
Chief Executive Officer of the Company - shall reasonably designate at the Company's facilities
located in San Jose, California.</LI>
<LI>Employee shall report to the Chief Executive Officer or such person designated by the Chief
Executive Officer on 90 days notice to Employee. </LI>
<LI>Employee shall work on such strategic and operational issues and projects as directed by the
person to whom Employee reports as provided in Paragraph (b) above. Such issues and projects shall
include strategic relationships with third parties and acquisitions by the Company. The initial
projects shall be specified in writing to Employee upon execution of this First Amendment.</LI></OL>

<U><P>Base</U> <U>Salary:</U>&#9;Current date to July 31, 2000: &#9;$400,000 per annum</P><DIR>
<DIR>

<P>August 1,2000 to July 31, 2001:&#9;$200,000 per annum</P></DIR>
</DIR>

<U><P>Target</U> <U>Bonus:</U>&#9;FY ending 6/30/00: &#9;&#9;$300,000</P><DIR>
<DIR>

<P>FY ending 6/30/01: &#9;&#9;$150 000</P><DIR>
<DIR>

<P>Bonus is contingent and based on such individual, division and company-wide performance
parameters as determined by the Company from time to time.</P></DIR>
</DIR>
</DIR>
</DIR>

<U><P>Severance</U> <U>Period:</U> &#9;Period of time from the Effective Date until July 31,
2001.</P>
<U><P>Other</U> <U>Agreements:</U> &#9;Change of Control Agreement. Such Agreement shall apply as to
any
Change of Control (as defined therein) that is consummated by way of a
closing of such transaction within ninety (90) days of the Effective Date.</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
</FONT><FONT FACE="Courier New"><P>&nbsp;</P>
</FONT><FONT SIZE=2><P>&nbsp;</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>6
<FILENAME>subs.htm
<DESCRIPTION>SUBS
<TEXT>

<HTML>
<HEAD>
<TITLE>Exhibit 21</TITLE>
</HEAD>
<BODY>

<B><FONT SIZE=2><P ALIGN="RIGHT">Exhibit 21.1</P>
</B><P>&nbsp;</P>
<P ALIGN="CENTER">JDS UNIPHASE CORPORATION</P>
<P ALIGN="CENTER">SUBSIDIARIES</P>
<P ALIGN="CENTER">(ALL 100% OWNED)</P>
<P>JDS Uniphase Inc.</P><DIR>
<DIR>

<P>(Incorporated in Canada)</P></DIR>
</DIR>

<P>Uniphase GmbH</P><DIR>
<DIR>

<P>(Incorporated in Germany)</P></DIR>
</DIR>

<P>Uniphase Telecommunications Products, Inc.&#9;</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>UFP Fibreoptics Limited</P><DIR>
<DIR>

<P>(Incorporated in the United Kingdom)</P></DIR>
</DIR>

<P>JDS Uniphase Packaging Ltd.</P>
<DIR><DIR>

<P>&#9;(Incorporated in the United Kingdom) </P>
</DIR></DIR>

<P>Sifam Fibre Optics Ltd.</P>
<DIR><DIR>

<P>&#9;(Incorporated in the United Kingdom)</P>
</DIR></DIR>

<P>Uniphase Laser Enterprise AG</P><DIR>
<DIR>

<P>(Incorporated in Switzerland)</P></DIR>
</DIR>

<P>Uniphase Australia PTY Limited</P><DIR>
<DIR>

<P>(Incorporated in Australia)</P></DIR>
</DIR>

<P>Epitaxx, Inc.</P>
<DIR><DIR>

<P>&#9;(Incorporated in Delaware)</P>
</DIR></DIR>

<P>Cronos Integrated Microsystems </P>
<DIR><DIR>
<P>&#9;(Incorporated in Delaware)</P>
</DIR></DIR>

<P>Uniphase Broadband Products, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Florida)</P></DIR>
</DIR>

<P>JDS Uniphase Holdings, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Opto Electronics, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Uniphase Opto Holdings, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Uniphase Netherlands B.V.</P><DIR>
<DIR>

<P>(Incorporated in the Netherlands)</P></DIR>
</DIR>

<P>Uniphase International B.V.</P><DIR>
<DIR>

<P>(Incorporated in the Netherlands)</P></DIR>
</DIR>

<P>Uniphase CV GP1, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Uniphase CV GP2, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Uniphase International CV</P><DIR>
<DIR>

<P>(Incorporated in Netherlands)</P></DIR>
</DIR>

<P>JDS U.S. Holdings Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>JDS Lightwave Products Group, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Vitrocom, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>JDS FITEL International, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Texas)</P></DIR>
</DIR>

<P>Fibercell, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Jew Jersey)</P></DIR>
</DIR>

<P>JDS FITEL (Barbados) Inc.</P><DIR>
<DIR>

<P>(Incorporated in Barbados)</P></DIR>
</DIR>

<P>JDS Uniphase GmbH</P><DIR>
<DIR>

<P>(Incorporated in Germany)</P></DIR>
</DIR>

<P>JDS Uniphase Photonics Beteilgungs GmbH</P>
<DIR><DIR>
<P>&#9;(Incorporated in Germany)</P>
</DIR></DIR>

<P>JDS Uniphase Photonics GmbH &amp; Co. KG</P><DIR>
<DIR>

<P>(Incorporated in Germany)</P>
</DIR>
</DIR>

<P>JDS Uniphase Photonics CV Ltd. Ptp.</P><DIR>
<DIR>

<P>(Incorporated in Netherlands)</P></DIR>
</DIR>

<P>AFC Technologies Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Canada)</P>
</DIR></DIR>

<P>Oprel Technologies Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Canada)</P>
</DIR></DIR>

<P>JDS Uniphase Photonics Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Canada)</P>
</DIR></DIR>

<P>VitroCom (Canada) Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Canada)</P>
</DIR></DIR>

<P>Fujian Casix Lasers, Inc.</P><DIR>
<DIR>
<P>(Incorporated in Peoples Republic of China</P></DIR>
</DIR>

<P>Optical Coating Laboratory, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Opkor, Inc</P><DIR>
<DIR>

<P>(Incorporated in New York)</P></DIR>
</DIR>

<P>Flex Products</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>Flex Co., Ltd.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Peoples Republic of China)</P>
</DIR></DIR>

<P>OCLI Asia KK</P>
<DIR><DIR>
<P>&#9;(Incorporated in Japan)</P>
</DIR></DIR>

<P>OCLI Optical Coating Laboratory GmbH </P>
<DIR><DIR>
<P>&#9;(Incorporated in Germany)</P>
</DIR></DIR>

<P>Optical Coating Laboratory, E.U.R.L., France </P>
<DIR><DIR>
<P>&#9;(Incorporated in France)</P>
</DIR></DIR>

<P>OCLI Optical Coating Laboratory Ltd. </P>
<DIR><DIR>
<P>&#9;(Incorporated in the United Kingdom)</P>
</DIR></DIR>

<P>OCLI International Service Corporation</P>
<DIR><DIR>
<P>&#9;(Incorporated in California)</P>
</DIR></DIR>

<P>E-TEK Dynamics, Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Delaware)</P>
</DIR></DIR>

<P>FibX Corporation</P>
<DIR><DIR>
<P>&#9;(Incorporated in Taiwan)</P>
</DIR></DIR>

<P>E-TEK Dynamics USA, Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in California)</P>
</DIR></DIR>

<P>E-TEK Dynamics Group, Inc.</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>E-TEK Foreign Sales Corporation</P>
<DIR><DIR>
<P>&#9;(Incorporated in Barbados)</P>
</DIR></DIR>

<P>Lundy Technology Co.</P>
<DIR><DIR>
<P>&#9;(Incorporated in Canada)</P>
</DIR></DIR>

<P>E-TEK ElectroPhotonics Solutions Corporation</P>
<DIR><DIR>
<P>&#9;(Incorporated in Canada)</P>
</DIR></DIR>

<P>SMC Kaifa (Holdings) Ltd</P>
<DIR><DIR>
<P>&#9;(Incorporated in the British Virgin Islands)</P>
</DIR></DIR>

<P>U.S.A. Kaifa Technology, Inc.</P>
<DIR><DIR>
<P>&#9;(Incorporated in California)</P>
</DIR></DIR>

<P>FibX Shunde</P>
<DIR><DIR>
<P>&#9;(Incorporated in Peoples Republic of China)</P>
</DIR></DIR>

<P>FibX, Inc</P><DIR>
<DIR>

<P>(Incorporated in Delaware)</P></DIR>
</DIR>

<P>FibX Shenzen</P>
<DIR><DIR>
<P>&#9;(Incorporated in Peoples Republic of China)</P>
</DIR></DIR>
<P>&nbsp;</P>
<P>&nbsp;</P></FONT></BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>consent.htm
<DESCRIPTION>CONSENT
<TEXT>

<HTML>
<head>
<TITLE>consent</TITLE>
</head>

<body bgcolor=white>

                               <B><P ALIGN="RIGHT"><FONT SIZE=2>Exhibit 23.1</P></B>

<p align="right">


<p align="center"><strong>
               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
</strong></p>



<P>We consent to the incorporation by reference in this Annual Report (Form 10-
K) of JDS Uniphase Corporation of our report dated July 24, 2000, included in
the Current Report on Form 8-K dated September 1, 2000 of JDS Uniphase
Corporation. We also consent to incorporation by reference in the Registration
Statement (Form S-8 No. 33-74716) pertaining to the Uniphase Corporation 1984
Amended and Restated Stock Plan, the 1993 Flexible Stock Incentive Plan, the
1993 Amended and Restated Employee Stock Purchase Plan; the Registration
Statement (Form S-8 No. 33-31722) pertaining to the Uniphase Corporation Amended
and Restated 1993 Flexible Stock Incentive Plan; the Registration Statement
(Form S-8 No. 333-09937) pertaining to the Uniphase Telecommunications Products,
Inc. 1995 Flexible Stock Incentive Plan; the Registration Statement (Form S-8
No. 333-39423) pertaining to the Uniphase Corporation Amended and Restated 1993
Flexible Stock Incentive Plan and the 1996 Nonqualified Stock Option Plan; the
Registration Statement (Form S-8 No. 333-62465) pertaining to the Uniphase
Corporation 1998 Employee Stock Purchase Plan and the Uniphase Corporation
Amended and Restated 1993 Flexible Stock Incentive Plan; the Registration
Statement (Form S-8 No. 333-81911) pertaining to the JDS FITEL Inc. 1994 Stock
Option Plan and 1996 Stock Option Plan; the Registration Statement (Form S-8 No.
333-81909) pertaining to the Uniphase Corporation Amended and Restated 1993
Flexible Stock Incentive Plan, the 1996 Nonqualified Stock Option Plan, and the
1998 Employee Stock Purchase Plan; the Registration Statement (Form S-8 No. 333-
70339) pertaining to the Broadband Communications Products, Inc. 1992 Key
Employee Incentive Stock Option Plan, the 1997 Employee Stock Option Plan and
the 1997 Nonqualified Stock Option Plan; the Registration Statement (Form S-8
No. 333-90301) pertaining to the JDS Uniphase Corporation 1999 Canadian Employee
Stock Purchase Plan; the Registration Statement (Form S-8 No. 333-91313)
pertaining to the EPITAXX, Inc. Amended and Restated 1996 Employee, Director and
Consultant Stock Option Plan; the Registration Statement (Form S-8 No. 333-
96481) pertaining to the Optical Coating Laboratory, Inc. 1993 Incentive
Compensation Plan, the 1995 Incentive Compensation Plan, the 1996 Incentive
Compensation Plan, the 1998 Incentive Compensation Plan, the 1999 Incentive
Compensation Plan, the 1999 Director Stock Plan and the 1999 Employee Stock
Purchase Plan; the Registration Statement (Form S-8 No. 333-36114) pertaining to
the Cronos Integrated Microsystems, Inc. 1999 Stock Plan; the Registration
Statement (Form S-8 No. 333-40696) pertaining to the E-TEK Dynamics, Inc. 1997
Executive Equity Incentive Plan, the 1997 Equity Incentive Plan, the 1998
Director Option Plan and the 1998 Stock Plan; the Registration Statement (Form
S-3 Nos. 333-27931, 333-70351, 333-78821, 333-82797, 333-83129, 333-88761, 333-
91827, 333-94217, 333-39436) of JDS Uniphase Corporation (formerly Uniphase
Corporation) and in the related Prospectus of our report dated July 24, 2000,
with respect to the consolidated financial statements and schedule incorporated
herein by reference.</P>


<P>
<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="75%"></TD>
    <TD width="25%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
                                               \s\ Ernst & Young, LLP
</TD></TR></TABLE></P>

<br>
<br>
<br>
<p>San Jose, California<br>
September 27, 2000

<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>

</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>8
<FILENAME>jdsu_fds.xfd
<DESCRIPTION>FDS
<TEXT>

<TABLE> <S> <C>

<ARTICLE>    5
<LEGEND>    THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2000.
<RESTATED>
<MULTIPLIER>    1,000,000

<S>                                                      <C>
<PERIOD-TYPE>                                         12-MOS
<PERIOD-START>                                   Jul-01-1999
<FISCAL-YEAR-END>                                Jun-30-2000
<PERIOD-END>                                     Jun-30-2000
<CASH>                                                   319
<SECURITIES>                                             795
<RECEIVABLES>                                            390<F1>
<ALLOWANCES>                                               0
<INVENTORY>                                              375
<CURRENT-ASSETS>                                       1,973
<PP&E>                                                   754
<DEPRECIATION>                                            83
<TOTAL-ASSETS>                                        26,389
<CURRENT-LIABILITIES>                                    647
<BONDS>                                                   41
<PREFERRED-MANDATORY>                                      0
<PREFERRED>                                                0
<COMMON>                                                   1
<OTHER-SE>                                            24,795
<TOTAL-LIABILITY-AND-EQUITY>                          26,389
<SALES>                                                1,430
<TOTAL-REVENUES>                                       1,430
<CGS>                                                    752
<TOTAL-COSTS>                                            752
<OTHER-EXPENSES>                                       1,544
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                         1
<INCOME-PRETAX>                                        (830)
<INCOME-TAX>                                              75
<INCOME-CONTINUING>                                    (905)
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                           (905)
<EPS-BASIC>                                           (1.27)
<EPS-DILUTED>                                         (1.27)
<FN>
<F1> 1 ITEM IS SHOWN NET OF ALLOWANCE, CONSISTENT WITH BALANCE SHEET
PRESENTATION.

</FN>


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
