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<B><FONT FACE="Times New Roman Bold"><P ALIGN="RIGHT">&nbsp;</P>
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<P ALIGN="RIGHT">EXHIBIT 3.10</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">CERTIFICATE OF AMENDMENT</P>
</FONT><P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">AMENDED AND RESTATED</P>
<P ALIGN="CENTER">CERTIFICATE OF INCORPORATION</P>
</B><P>JDS Uniphase Corporation, a corporation organized and existing under the
laws of the State of Delaware, (the &quot;Corporation&quot;) hereby certifies as
follows:</P>
<P>FIRST:&#9;That, at a meeting of the Board of Directors of the Corporation
held on December&nbsp;28, 1999, the Board of Directors adopted a resolution
proposing and declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation:</P><DIR>
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<B><P>RESOLVED</B>, that paragraph 4.1 of Article 4 of the Corporation's Amended
and Restated Certificate of Incorporation shall be amended, subject to
stockholder approval, to read in its entirety as follows:</P><DIR>
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<P ALIGN="JUSTIFY">&quot;4.1.  <U>Authorized Capital Stock</U>.  The Corporation
is authorized to issue two classes of stock to be designated, respectively,
`Common Stock' and `Preferred Stock.'  The total number of shares which the
Corporation is authorized to issue is three billion one million (3,001,000,000)
shares.  Three billion (3,000,000,000) shares shall be Common Stock, each having
a par value of one-tenth of one cent ($.001).  One million (1,000,000) shares
shall be Preferred Stock, each having a par value of one-tenth of one cent
($.001).&quot;</P></DIR>
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<P>SECOND:&#9;That the stockholders of the Corporation have approved at a
Special Meeting of Stockholders held on February&nbsp;25, 2000 said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.</P>
<P>THIRD:&#9;That the aforesaid amendment was duly adopted in accordance with
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.</P>
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</FONT><P>IN WITNESS WHEREOF, JDS Uniphase Corporation has caused this
Certificate of Amendment to Amended and Restated Certificate of Incorporation to
be signed by its Chief Executive Officer and attested to by its Secretary this
25th day of February, 2000.</P>

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                                            JDS UNIPHASE CORPORATION



                                         By --------------------------------
                                            Kevin N. Kalkhoven
ATTEST:                                     Chief Executive Officer


--------------------------------
Anthony R. Muller
Secretary


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