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<p align="right"><font size="3" color="FF0000"><strong>
                                                Filed Pursuant to Rule 424(b)(3)<br>
                                                Registration No. 333-94217
</strong></font></p>


<p align="center"><font size="6" color="#0000FF"><strong>
                            JDS Uniphase Corporation
</strong></font></br>


<p align="center"><font size="5" color="#0000FF"><strong>
                         95,458 Shares of Common Stock
</strong></font></br>



<P>The 95,458 shares of our common stock offered by this prospectus will be
held by certain of our stockholders in exchange for exchangeable shares of JDS
Uniphase Canada Ltd., a subsidiary of ours. We have agreed to bear the expenses
of registration of the shares in this prospectus.</P>

<P ALIGN="CENTER">Our common stock is listed on the Nasdaq National Market under the symbol</P>

<p align="center"><font size="6" color="#0000FF"><strong>
                                      JDSU
</strong></font></br>

<P>The last sale price of our common stock on the Nasdaq National Market on
January 5, 2000 was $158.25 per share.</P>

<br>
<HR align=center SIZE=2 width="25%">
<br>



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

<P>INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6.</P>


<P>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.</P>

<br>
<HR align=center SIZE=2 width="25%">
<br>

<p align="center"><font size="4" color="#0000FF"><strong>
                              January 18, 2000

</strong></font></br>

<P>     You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you
with information that is different. This document may be used only where it is
legal to sell these securities. The information in this document may only be
accurate on the date of this document.</P>

<P>     Information contained in our Web site does not constitute part of
this document.</P>

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


<br>
<br>
<br>
<br>
<br>
<br>



<P>&nbsp;</P>
<B><P ALIGN="CENTER">JDS UNIPHASE</P></B>



<P>JDS Uniphase Corporation is the result of a merger of equals between
Uniphase Corporation and JDS FITEL Inc., which became effective on June 30,
1999. Certain historic information described in this Prospectus pertains only to
either Uniphase Corporation or JDS FITEL Inc. In such instances, historic
information that is specific to Uniphase Corporation or JDS FITEL Inc. is
specifically described as "Uniphase" or "JDS FITEL" information, respectively.
References to "we", "us", "our" and "JDS Uniphase" refer to the combined entity
resulting from the merger.</P>

<P>JDS Uniphase is the leading provider of advanced fiberoptic components
and modules. These products are sold to leading telecommunications and cable
television system providers worldwide, which are commonly referred to as OEMs
and include Alcatel, Ciena, General Instrument, Lucent, Nortel, Pirelli,
Scientific Atlanta, Siemens and Tyco. Our components and modules are basic
building blocks for fiberoptic networks and perform both optical-only (passive)
and optoelectronic (active) functions within these 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 commercial applications, which include
biotechnology, industrial process control and measurement, graphics and printing
and semiconductor equipment manufactured by our customers.</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 growing demand for more network capacity in both long-haul
telecommunications and cable television networks. Given the inherently faster
speed of light signals in fiberoptic networks and their immunity from
electromagnetic interference, fiberoptic systems are replacing existing copper
wire networks for long-haul (in excess of 600 kilometers) telecommunications
networks. Cable television networks are also shifting to fiberoptic solutions
for the distribution of signals from the central cable broadcast station to the
local cable distribution hubs. Additional capacity in these fiberoptic networks
is attained through a signal transmission method called wave division
multiplexing, or WDM, which allows up to 128 separate light signals of slightly
different wavelengths to be simultaneously transmitted in a single fiber. Today,
fiberoptic cable is the primary medium and WDM has become the emerging standard
for long-haul telecommunications and cable television networks, and fiber is
making inroads to replace copper in the shorter distance metropolitan, or metro,
markets. </P>

<P>The growth of WDM traffic traveling over fiberoptic cables and the continued
demand for increased capacity represents a significant opportunity for systems
OEMs and their suppliers. With a history of innovation and successful
acquisitions, we have established ourselves as the premier supplier of advanced
components and modules to the telecommunications and cable television networking
industries. Going forward, the key elements of our business strategy to expand
our leadership position include: </P>


<UL>
<LI>providing more integrated and broader product offerings to our customers,
</LI></UL>


<UL>
<LI>capitalizing on passive and active leadership positions, </LI></UL>


<UL>
<LI>providing cost-effective, demand-driven, faster time-to-market solutions to
our customers, </LI></UL>


<UL>
<LI>maintaining technology leadership and high product reliability, </LI></UL>


<UL>
<LI>enhancing manufacturing techniques and increasing capacity, and </LI></UL>


<UL>
<LI>seeking complementary mergers and acquisitions. </LI></UL>


<P>Our corporate headquarters in the United States is located at 163 Baypointe
Parkway, San Jose, California 95134, where the phone number is (408) 434-1800.
Our corporate headquarters in Canada is located at 570 West Hunt Club Road,
Nepean, Ontario, and the phone number at this location is (613) 727-1304. </P>

<B><P ALIGN="CENTER">RECENT EVENTS</P>

<P>Acquisition of EPITAXX, INC.</P>

</B><P ALIGN="JUSTIFY">Pursuant to the terms of the Agreement and Plan of Merger
dated as of October 1, 1999 by and among us, JDS Uniphase Acquisition, Inc.,
EPITAXX, INC. and the stockholders of EPITAXX, we completed the acquisiton of
EPITAXX on November 15, 1999.  The transaction was accounted for as a purchase transaction.  As
consideration for the transaction, we issued cash in the amount of $5,000,000
and a total of 2,230,545 shares of common stock in exchange for all of the
outstanding shares of EPITAXX common stock.  Outstanding options to acquire
shares of EPITAXX common stock were automatically converted into options to
purchase shares of our common stock at the same exchange ratio.  The total purchase
cost is expected to be approximately $405 million.  The Company will
take a charge for in-process research and development in the quarter ended
December 31, 1999 in an amount to be determined upon completion of the purchase
price allocation for this transaction, and which may be material to the results of operations
for the quarter.</P>

<B><P ALIGN="JUSTIFY">Merger with Optical Coating Laboratory, Inc.</P>

</B><P>On November 3, 1999, we and Optical Coating Laboratory, Inc. executed a
definitive agreement for the companies to merge.  The transaction will be accounted for as a
purchase transaction. The agreement provides for the exchange of 1.856 shares of JDS Uniphase
common stock for each outstanding share of OCLI and is valued at approximately  $2.8 billion.
Closing of the transaction in the first calendar quarter of 2000  is anticipated, subject to
certain closing conditions, including the obtaining of the consent of OCLI stockholders.
Following  completion of the transaction, OCLI will operate as a wholly-owned subsidiary of
JDS Uniphase. There can be no assurance that this transaction will close.</P>


<B><P>Acquisition of SIFAM Limited</P>


</B><P>In December 1999, we acquired SIFAM Limited, a leading supplier of fused components for
fiberoptic telecommunications networks which is based in the United Kingdom.  SIFAM products,
which include couplers, wavelength division multiplexers and gain flattening filters, are used
for advanced applications in optical amplifiers and network monitoring.  The transaction was
accounted for as a purchase transaction. The terms of the acquisition provided for a purchase
price of 60 million Pounds Sterling ($96 million) payable in cash. The Company will take a
charge for in-process research and development in the quarter ended December 31, 1999 in an
amount to be determined upon completion of the purchase price allocation for this transaction,
and which may be material to the results of operations for the quarter.</P>

<B><P>Acquisition of Oprel Technologies Inc.</P>

</B><P>In December 1999, we acquired Oprel Technologies Inc., a developer of optical amplifiers, test
equipment and optoelectronic packaging, located in Nepean, Ontario. The transaction was
accounted for as a purchase transaction. As consideration for the transaction, among other
things, we issued a total of 95,458 exchangeable shares of our subsidiary, JDS Uniphase
Canada Ltd, each of which is exchangeable for one share of our common stock.  This prospectus
relates to the common stock issuable upon exchange of these exchangeable shares. The Company
will take a charge for in-process research and development in the quarter ended December 31,
1999 in an amount to be determined upon completion of the purchase price allocation for this
transaction, and which may be material to the results of operations for the quarter.</P>


</FONT>







<B><FONT FACE="Times New Roman Bold" SIZE=3><P ALIGN="CENTER">Risk
Factors</P>
</B></FONT><FONT SIZE=3>
<P>This offering involves a high degree of risk. You should carefully consider
the risks and uncertainties described below and the other information in this
prospectus before deciding whether to invest in shares of our common stock.
If any of the following risks actually occur, our business, financial condition  and results of
operations could be materially adversely affected. This could  cause the trading price of our
common stock to decline, and you may lose part or  all of your investment.</P>


<P>The statements contained in this prospectus that are not purely historical
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of
1934, including, without limitations, statements regarding our expectations,
hopes, beliefs, anticipations, commitments, intentions and strategies regarding
the future. Forward-looking statements include such statements as:</P>


<UL>
<LI>Our expectation that we will continue to pursue acquisitions of other
companies, technologies and complementary product lines. </LI></UL>


<UL>
<LI>Our expectation that we will continue to internally develop new components,
modules and other products for our customer base, in an effort to penetrate new
markets. </LI></UL>


<UL>
<LI>Our belief that the success of our acquisitions of other companies will
depend upon: our ability to manufacture and sell the products of the businesses
acquired, continued demand for these acquired products by our customers, our
ability to integrate the acquired business' operations, products and personnel,
our ability to retain key personnel of the acquired businesses, and our ability
to expand our financial and management controls and reporting systems and
procedures. </LI></UL>


<UL>
<LI>Our intention to continue to develop new product lines to address our
customers' diverse needs and the several market segments in which we
participate.</LI></UL>


<UL>
<LI>Our intention to further increase our sales and marketing, customer support
and administrative functions to support anticipated increased levels of
operations from new products and markets as well as growth from our existing
products.</LI></UL>


<UL>
<LI>Our intention to develop new manufacturing processes and techniques, which
are anticipated to involve higher levels of automation, to achieve targeted
volume and cost levels.</LI></UL>



<UL>
<LI>Our expectation that JDS Uniphase will 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.</LI></UL>


<UL>
<LI>Our expectation that, for the foreseeable future, sales to a limited number
of customers will continue to account for a high percentage of our net sales.
</LI></UL>






<UL>
<LI>Our anticipation that average selling prices will decrease in the future in
response to product introductions by competitors and us or to other factors,
including price pressures from significant customers.</LI></UL>


<UL>
<LI>Our intent to 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.</LI></UL>




<UL>
<LI>Our expectation that international sales will continue to account for a
significant portion of our net sales.</LI></UL>


<UL>
<LI>Our belief, based on (1) available information, (2) amounts spent to date
and (3) the fact that our information technology and non-information technology
systems depend on third-party software which, we believe, has been or is being
updated to address the Year 2000 problem, that we will manage our total Year
2000 transition without any material adverse effect on our business operations,
financial condition, products or financial prospects.</LI></UL>


<UL>
<LI>Our belief that we are Year 2000 ready.</LI></UL>



<UL>
<LI>Our belief that while existing cash balances, cash flow from operations,
available lines of credit and the proceeds from the recently completed public
offering of our common stock and the private placement of exchangeable shares in
Canada 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 the production of source lasers, fiber Bragg gratings and
modules used in telecommunications and for the development of new solid state
lasers. </LI></UL>


<P>&nbsp;</P>
<P>&nbsp;</P>
<P>Actual results could differ from those projected in any forward-looking
statements for the reasons, among others, detailed below. The fact that some of
the risk factors may be the same or similar to our, Uniphase's or JDS FITEL's
past filings means only that the risks are present in multiple periods. We
believe that many of the risks detailed here are part of doing business in the
industry in which we compete and will likely be present in all periods reported.
The fact that certain risks are characteristic to the industry does not lessen
the significance of the risk. The forward-looking statements are made as of the
date of this Form S-3 and we assume no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
projected in the forward-looking statements. </P>

<B><P>Difficulties We May Encounter Managing Our Growth Could Adversely Affect
Our Results of Operations</P>
</B>
<P>Both JDS FITEL and Uniphase have historically achieved their growth through a
combination of internally developed new products and acquisitions. As part of
our strategy to sustain growth, we expect to continue to pursue acquisitions of
other companies, technologies and complementary product lines. We also expect to
continue developing new components, modules and other products for our customer
base, seeking to further penetrate these markets. The success of each
acquisition will depend upon: </P>


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


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


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


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


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


<B><P>Difficulties in Integrating Uniphase and JDS FITEL Could Adversely Affect
Our Business</P>
</B>
<P>Uniphase combined its operations with JDS FITEL effective on June 30, 1999 in
a merger of equals. If we fail to successfully integrate the businesses of JDS
FITEL and Uniphase, the combined business will suffer.  Uniphase and JDS FITEL
have complementary business operations located principally in the United States,
Canada and Europe. Our success depends in large part on the successful
integration of these geographically diverse operations and the technologies and
personnel of the two companies. As part of this integration, we need to combine
and improve our computer systems to centralize and better automate processing of
our financial, sales and manufacturing data. Our management came from the prior
management teams of both companies and many members of management did not
previously work with other members of management. The integration of the two
businesses may result in unanticipated operational problems, expenses and
liabilities and the diversion of management attention. The integration may not
be successful, and, if so, our operating results would suffer as a result. </P>

<B><P>If We Fail to Efficiently Combine Uniphase's and JDS FITEL's Sales and
Marketing Forces, Our Sales Could Suffer </P>
</B>
<P>We may experience disruption in sales and marketing in connection with our
efforts to integrate Uniphase's and JDS FITEL's sales channels, and we may be
unable to efficiently or effectively correct such disruption or achieve our
sales and marketing objectives after integration. In addition, sales cycles and
sales models for Uniphase's and JDS FITEL's various products may vary
significantly from product to product. 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 Uniphase's and JDS FITEL's respective sales approaches and
distribution channels may be ineffective in promoting the other entity's
products, which may have a material adverse effect on our business, financial
condition or operating results. </P>

<B><P>Integration Costs and Expenses Associated with Uniphase's Combination with
JDS FITEL Have Been Substantial and We May Incur Additional Related Expenses in
the Future</P>
</B>
<P>JDS Uniphase has incurred direct costs associated with the combination of
approximately $12 million, which were included as a part of the total purchase
cost for accounting purposes. We may incur additional material charges in
subsequent quarters to reflect additional costs associated with the combination
which will be expensed as incurred. </P>

<B><P>Difficulties in Integrating Other Acquisitions Could Adversely Affect Our
Business </P>
</B>
<P>In March 1997, Uniphase acquired Uniphase Laser Enterprise, which produces our 980-nanometer
pump laser products. In June 1998, Uniphase acquired Uniphase Netherlands. In the case of both
acquisitions, Uniphase 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 has 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. In addition, in November 1998, we acquired Uniphase Broadband, which
manufactures test instruments, transmitter cards and transceivers for telecommunications
applications and in August 1999 we acquired AFC Technologies, which produces amplifiers for
telecommunications applications. Also, in November, 1999, we acquired EPITAXX, Inc., which
supplies optical detectors and receivers for fiber optic telecommunications and cable
television networks.  In December, 1999, we acquired SIFAM Limited, a leading supplier of fused
components for fiber optic telecommunications networks which is based in the United Kingdom,
and Oprel Technologies Inc., a supplier of iridium  erbium doped fiber amplifiers and other
optoelectronic products for the telecommunications industry.  We may not successfully
manufacture and sell our products or successfully manage our growth, and failure to do so could
have a material adverse effect on our business, financial condition and operating results.</P>




<B><P>Difficulties in Commercializing New Product Lines</P>
</B>
<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. As we
target new product lines and markets, we intend to 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. Uniphase commenced operations at Uniphase Telecommunications
Products in 1996 to penetrate the cable television markets, and at Uniphase
Network Components in 1998 to develop and market a line of complementary optical
components for our telecommunications customers. In each case, Uniphase hired
development, manufacturing and other staff 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>

<B><P>Any Failure of Our Information Technology Infrastructure Could Materially Harm
Our Results of Operations</P>
</B>

<P>Our success depends upon, among other things, the capacity, reliability and security of our
information technology hardware and software infrastructure.  Any failure relating to this
infrastructure could significantly and adversely impact our results of operations.  In
connection with our growth, we have identified the need to update our current information
technology infrastructure and expect to incur significant costs to complete this upgrade.  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>


<B><P>We are Subject to Manufacturing Difficulties</P>

<P>If We Do Not Achieve Acceptable Manufacturing Volumes, Yields or Sufficient
Product Reliability, Our Operating Results Could Suffer </P>
</B>
<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. Certain 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>Our existing Uniphase Netherlands facility has not achieved acceptable
manufacturing yields since the June 1998 acquisition, and there is continuing
risk attendant to this facility and its manufacturing yields and costs. In
addition, we recently completed construction of a new laser fabrication facility
at Uniphase Netherlands, and this facility has not yet reached targeted yields,
volumes or costs levels. Uniphase Netherlands may not successfully manufacture
laser products in the future at volumes, yields or cost levels necessary to meet
our customers' needs. In addition, Uniphase Fiber Components is establishing a
production facility in Sydney, Australia for fiber Bragg grating products. This
facility may not manufacture grating products to customers' specifications at
the volumes, cost and yield levels required. 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>As our customers' needs for our products increase, our ability to increase
our manufacturing volumes to meet these needs and satisfy customer demand will
have a material effect on 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>

<B><P>If Our Customers Do Not Qualify Our Manufacturing Lines For Volume
Shipments, Our Operating Results Could Suffer</P>
</B>
<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. As noted above, we are currently
completing a new manufacturing facility in Australia. We may experience delays
in obtaining customer qualification of this facility and our new facility at
Uniphase Netherlands. 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>

<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
Relating to Our Combination with JDS FITEL </P>
</B>
<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, the most significant being the combination of Uniphase and JDS
FITEL.  Under purchase accounting, we recorded the market value of our common
shares and the Exchangeable Shares issued in connection with Uniphase's
combination with JDS FITEL, the fair value of the options to purchase JDS FITEL
common shares which became options to purchase our common shares and the amount
of direct transaction costs as the cost of acquiring the business of JDS FITEL.
That cost was 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. We expensed in-process research and development of $210.4 million
as of June 30, 1999. Goodwill and other intangible assets are being amortized
over a five year period. The amount of purchase cost allocated to goodwill and
other intangibles was $3.4 billion, including the related deferred tax effect.
The amortization of goodwill and other intangible assets in equal quarterly
amounts over a five year period will result in an accounting charge attributable
to these items of $168 million per quarter and $672 million per fiscal year.
Additionally, in the first quarter of 2000 our gross profit was adversely
impacted by $11.4 million due to purchase accounting adjustments to products
sold in the period.  As a result, purchase accounting treatment of Uniphase's
combination with JDS FITEL will result in a net loss for us in the foreseeable
future, which could have a material and adverse effect on the market value of
our stock.</P>

<B><P>Our Stock Price Could Fluctuate Substantially </P>

<P>The Unpredictability of Our Quarterly Operating Results Could Cause Our Stock
Price to be Volatile or Decline</P>
</B>
<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 discuss under Risk Factors
could affect our operating results, including, among others:  </P>


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


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


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


<UL>
<LI>the costs associated with the acquisition or disposition of businesses,
</LI></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>
<LI>the announcement and introduction of new products by us, and </LI></UL>


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


<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>


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


<UL>
<LI>the relative proportion of our domestic and international sales, </LI></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>
<LI>fluctuations in the foreign currencies of our foreign operations.</LI></UL>


<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
components 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>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>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 would
likely decline, perhaps substantially.</P>

<B><P>Factors Other Than Our Quarterly Results Could Cause Our Stock Price to be
Volatile or Decline</P>
</B>
<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>


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


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


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


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


<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>

<B><P>Our Sales Would Suffer if One or More of Our Key Customers Substantially
Reduced Orders for Our Products </P>
</B>
<P>Our customer base is highly concentrated. Historically, orders from a
relatively limited number of OEM customers accounted for a substantial portion
of Uniphase's and JDS FITEL's net sales from telecommunications products. Two
customers, Lucent and Nortel, each accounted for over 10% of our net sales for
the quarter ended September 30, 1999.  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 markets, 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, if our customers are not
selected as the primary supplier for an overall system installation, we can be
similarly adversely affected. Such fluctuations could have a material adverse
effect on our business, financial condition and operating results. </P>

<B><P>Interruptions Affecting Our Key Suppliers Could Disrupt Production,
Compromise Our Product Quality and Adversely Affect Our Sales</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
have a material adverse effect on our results of operations, product quality and
customer relationships. We have a sole source supply agreement for a critical
material used in the manufacture of our passive products. This agreement may be
terminated by either party on six months prior notice. It is our objective to
maintain strategic inventory of the key raw material provided by this supplier.
We also depend on a single source for filters for our passive products, which we
obtain exclusively through a joint venture with Optical Coating Laboratory, Inc.
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 certain 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>

<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
us. These employees may become bound by or party to one or more collective
bargaining agreements with us in the future. Certain 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>

<B><P>Any Failure to Remain Competitive in Our Industry Would Impair Our
Operating Results</P>

<P>If Our Business Operations are Insufficient to Remain Competitive in Our
Industry, Our Operating Results Could Suffer</P>
</B>
<P>The telecommunications and laser subsystems markets in which we sell our
products are highly competitive. In each of the markets we serve, we face
intense competition from established competitors. Many of these competitors have
substantially greater financial, engineering, manufacturing, marketing, service
and support resources than do we and may have substantially greater name
recognition, manufacturing expertise and capability and longer standing customer
relationships than do we. To remain competitive, we believe we must maintain a
substantial investment in research and development, 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 market
acceptance. In addition, technological changes or development efforts by our
competitors may render our products or technologies obsolete or uncompetitive.

</P>

<B><P>Fiberoptic Component Average Selling Prices Are Declining</P>
</B>
<P>Prices for telecommunications fiberoptic components are generally declining
because of, among other things, increased competition and greater unit volumes
as telecommunications service providers continue to deploy fiberoptic networks.
Uniphase and JDS FITEL have in the past and we may in the future experience
substantial period to period fluctuations in average selling prices. We
anticipate that average selling prices will decrease in the future in response
to product introductions by competitors and 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>


<B><P>If We Fail to Attract and Retain Key Personnel, Our Business Could
Suffer</P>
</B>
<P>Our future depends, in part, on our ability to attract and retain certain key
personnel. In particular, 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 certain 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. Uncertainty
resulting from the JDS FITEL merger could further adversely affect our ability
to retain key employees. 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 have a material adverse effect on
our business, financial condition and operating results.</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:

<BLOCKQUOTE>

<P><LI>Motorola, Inc. / General Instruments Corporation;

<P><LI>Cisco Systems, Inc. / Cerent Corporation;

<P><LI>Corning Incorporated / Oak Industries, Inc.; and

<P><LI>Cisco Systems, Inc. / Pirelli S.p.A.

</BLOCKQUOTE>

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





<B><P>Our Participation in International Markets Creates Risks to Our Business
Not Faced by Companies That Sell Their Products in the United States</P>
</B>
<P>International sales are subject to inherent risks, including:  </P>

<BLOCKQUOTE>

<P><LI>unexpected changes in regulatory requirements,


<P><LI>tariffs and other trade barriers,



<P><LI>political and economic instability in foreign markets,



<P><LI>difficulties in staffing and management,



<P><LI>integration of foreign operations,



<P><LI>longer payment cycles,



<P><LI>greater difficulty in accounts receivable collection,



<P><LI>currency fluctuations, and



<P><LI>potentially adverse tax consequences.

</BLOCKQUOTE>
<P>International sales accounted for approximately 40%, 38% and 32% of
Uniphase's net sales in fiscal years 1999, 1998 and 1997, respectively.
International sales (excluding sales to the U.S.) accounted for approximately
21%, 25% and 20% of JDS FITEL's net sales in fiscal years 1999, 1998 and 1997,
respectively. We expect that international sales will continue to account for a
significant portion of our net sales. We may 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
certain 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>

<B><P>The Year 2000 Problem May Disrupt Our and Our Customers' and Suppliers'
Businesses</P>
</B>
<P>We are aware of the risks associated with the operation of information
technology and non-information technology systems related to the Year 2000.
The problem is pervasive and complex and may affect many information technology
and non-information technology systems. The Year 2000 problem results from the
rollover of the two digit year value from "99" to "00." Systems that do not
properly recognize such date-sensitive information could generate erroneous data
or fail. In addition to our own systems, we rely on external systems of our
customers, suppliers, creditors, financial organizations, utilities providers
and government entities, both domestic and international (which we collectively
refer to as "third parties"). Consequently, we could be affected by disruptions
in the operations of third parties with which we interact. Furthermore, as
customers expend resources to correct their own systems, they may reduce their
purchasing frequency and volume of our products. </P>

<P>We used both internal and external resources to assess: </P>


<UL>
<LI>our state of readiness (including the readiness of third parties with which
we interact) concerning the Year 2000 problem, </LI></UL>


<UL>
<LI>our costs to correct material Year 2000 problems related to our internal
information technology and non-information technology systems, </LI></UL>


<UL>
<LI>the known risks related to any failure to correct any Year 2000 problems we
identify, and </LI></UL>


<UL>
<LI>the contingency plan, if any, that we should adopt should any identified
Year 2000 problems not be corrected.</LI></UL>


<P>To date, we have incurred costs not exceeding $2.0 million to upgrade our  information
technology and non-information technology systems to, among other  things, make such systems
Year 2000 ready. We continue to evaluate the estimated  costs associated with the Year 2000
problem based on actual  experience. While the efforts to prepare for the Year 2000 have
involved additional costs, we believe, based  on (1) available information, (2) amounts spent
to date and (3) the fact that  our information technology and non-information technology
systems depend on  third-party software which, we believe, has been updated to address  the
Year 2000 problem, that we will manage our total Year 2000 transition  without any material
adverse effect on our business operations, financial  condition, products or financial
prospects. The actual outcomes and results  could be affected by future factors including, but
not limited to: </P>


<BLOCKQUOTE>

<P><LI>the continued availability of skilled personnel,



<P><LI>cost control,



<P><LI>the ability to locate and remediate software code problems,



<P><LI>critical suppliers and subcontractors meeting their Year 2000 compliance
commitments, and



<P><LI>timely actions by customers.

</BLOCKQUOTE>

<P>We believe that our systems are Year 2000 ready.  As of the date of this document, we have
not experienced any material year 2000 problems. We continue to work with third parties to
identify any Year 2000 problems affecting  such third parties that could have a material
adverse affect on our business,  financial condition or results of operations.  However, it
would be  impracticable for us to attempt to address all potential Year 2000 problems of  third
parties that have been or may in the future be identified.  Specifically,  Year 2000 problems
have arisen or may arise regarding the information technology  and non-information technology
systems of third parties having widespread  national and international interactions with
persons and entities generally (for  example, certain information technology and
non-information technology systems  of governmental agencies, utilities and information and
financial networks)  that, if uncorrected, could have a material adverse impact on our
business,  financial condition or results of operations.  We are still assessing the effect
the Year 2000 problem will have on our suppliers and, at this time, cannot  determine such
impact.  However, we have identified alternative suppliers and,  in the event that any
significant supplier suffers unresolved material Year 2000  problems, we believe that we would
only experience short term disruptions in  supply, not exceeding 90 days, while such supplier
is replaced.  </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>

<P>We May Not Obtain the Intellectual Property Rights We Require</P>
</B>
<P>The telecommunications and laser markets in which we sell our products
experience frequent litigation regarding patent and other intellectual property
rights. Numerous patents in these industries are held by others, including
academic institutions and our competitors. In the past, Uniphase and JDS FITEL
have acquired and in the future 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 Uniphase and JDS FITEL where third-party
technology was necessary or useful for the development or production 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 certain of our telecommunications products and laser
subsystems. </P>

<B><P>Our Products May Infringe the Property Rights of Others</P>
</B>
<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. 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.</P>

<B><P>Our Intellectual Property Rights May Not Be Adequately Protected</P>
</B>
<P>Our future depends in part upon our intellectual property, including trade
secrets, know-how and continuing technological innovation. We currently hold
approximately 150 U.S. patents on products or processes and corresponding
foreign patents and have applications for certain 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 ours. 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 certain
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>

<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>

<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>We are devoting substantial resources for new facilities and equipment to the
production of source lasers, fiber Bragg gratings and modules used in
telecommunications and for the development of new solid state lasers. Although
we believe existing cash balances, cash flow from operations, available lines of
credit and the proceeds from the recently completed public offering of our
common stock and the private placement of Exchangeable shares in Canada 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>

<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 certain circumstances
could have the effect of delaying, deferring or preventing a change in control.
Each outstanding share of our common stock includes one 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>Certain provisions contained in the rights plan, and in the equivalent rights
plan our subsidiary, JDS Uniphase Canada Ltd., has adopted with respect to its
exchangeable shares ("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>

<B><P>Certain Anti-Takeover Provisions Contained in Our Charter and Under
Delaware Law Could Impair a Takeover Attempt</P>
</B>
<P>We are subject to the provisions of Section 203 of the Delaware General
Corporation Law prohibiting, under certain circumstances, publicly-held Delaware
corporations from engaging in business combinations with certain stockholders
for a specified period of time without the approval of the holders of
substantially all of its 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 certain 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>





<P>&nbsp;</P>

<B><P ALIGN="CENTER">USE OF PROCEEDS</P>
</B><P ALIGN="JUSTIFY">Because the shares of our common stock offered hereunder will be
issued upon exchange of the exchangeable shares of our subsidiary JDS Uniphase Canada Ltd.,
none of which will be held by us, we will receive no proceeds upon the sale of such common
stock.</P>


<B><P ALIGN="CENTER">PLAN OF DISTRIBUTION</P>

</B><P ALIGN="JUSTIFY">In connection with our acquisition of all of the outstanding capital
stock of Oprel Technologies Inc., JDS Uniphase Canada Ltd., our subsidiary, issued 95,458
exchangeable shares of its capital stock. The exchangeable shares of JDS Uniphase Canada Ltd.
maybe exchanged on a one-for-one basis for shares of our common stock, which shares are being
registered by this prospectus. We have agreed to bear the expenses of registration of the
shares in this prospectus. </P>

<B><P ALIGN="CENTER">LEGAL OPINIONS</P>

</B><P ALIGN="JUSTIFY">The validity of the issuance of the shares of Common
Stock offered pursuant to this Prospectus will be passed upon for JDS Uniphase by
its internal counsel. </P>


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

</B><P>The consolidated financial statements of JDS Uniphase Corporation
appearing in JDS Uniphase Corporation's Annual Report (Form 10-K/A) for the year ended
June 30, 1999, have been audited by Ernst &amp; Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.  </P>

<P>The financial statements of JDS FITEL, Inc., for the three year period ended
May 31, 1999 contained in JDS Uniphase's Current Report on Form 8-K/A dated
November 3, 1999 have been audited by PriceWaterhouseCoopers LLP, independent
auditors, as set forth in their reports thereon and included therein and
incorporated by reference herein.  Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.</P>

<P>The financial statements of Optical Coating Laboratory, Inc. (OCLI) and its
consolidated subsidiaries as of October 31, 1998 and 1997 and for each of the
three years in the period ended October 31, 1998, except for Flex Products,
Inc., a consolidated subsidiary, as of October 31, 1997 and for each of the two
years in the period ended October 1997, incorporated by reference in this
prospectus have been audited by Deloitte &amp; Touche LLP, as stated in their
report, which is incorporated by reference herein.</P>

<P>The financial statements of Flex Products, Inc., not included herein, as of
November 2, 1997, and for each of the two years in the period ended November 2,
1997, have been audited by KPMG LLP, as stated in their report, such report being
incorporated by reference herein. The financial statements of OCLI and
its consolidated subsidiaries have been incorporated in reliance upon the
reports of Deloitte &amp; Touche LLP and KPMG LLP given upon their authority as
experts in accounting and auditing. Both of the foregoing firms are independent
auditors.</P>

<P>With respect to the unaudited interim financial information included in Optical Coating
Laboratory, Inc.'s  Quarterly Reports on Form 10-Q for the quarters ended January 31, 1999,
April 30, 1999 and July 31, 1999 which is incorporated by reference from the Current Report on
From 8-K/A of JDS Uniphase Corporation filed November 30, 1999,  Deloitte & Touche LLP have
applied limited procedures in accordance with professional standards for a review of such
information.  However, as stated in their reports included in those Quarterly Reports on Form
10-Q and incorporated by reference herein, they did not audit and they do not express an
opinion on that interim financial information.  Accordingly, the degree of reliance on their
reports on such information should be  restricted in light of the limited nature of the review
procedures applied.  Deloitte & Touche LLP is not subject to the liability provisions of
Section 11 of the Securities Act for their report on the unaudited interim financial
information because such report is not a "report" or a "part" of the registration statement
prepared or certified by an accountant within the meaning of Sections 7 and 11 of the
Securities Act.</P>









<P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</P>
</B><P ALIGN="JUSTIFY">The documents listed below have been filed by us under
the Exchange Act with the Commission and are incorporated herein by reference:
</P>
<OL TYPE="a">

<LI>JDS Uniphase's Annual Report on Form 10-K for the year ended June 30,
1999;</LI>

<LI>JDS Uniphase's Annual Report on Form 10-K/A for the year ended June 30,
1999, as filed on October 28, 1999;</LI>

<LI>JDS Uniphase's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999;</LI>



<LI>JDS Uniphase's Report on Form 8-K filed on July 12, 1999;</LI>

<LI>JDS Uniphase's Report on Form 8-K filed on October 4, 1999;</LI>

<LI>JDS Uniphase's Report on Form 8-K/A filed on November 3, 1999;</LI>

<LI>JDS Uniphase's Report on Form 8-K filed on November 5, 1999;</LI>

<LI>JDS Uniphase's Report on Form 8-K/A filed on November 30, 1999; </LI>

<LI>The description of our Common Stock contained in our
Registration Statement on Form 8-A filed with the Commission on November 15,
1993; and</LI>

<LI>JDS Uniphase's Report on Form 8-K filed on January  , 2000;</LI></OL>




<P ALIGN="JUSTIFY">Each document filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this prospectus and to be part hereof from the date
of filing such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein (or in the applicable prospectus supplement) or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. </P>

<P ALIGN="JUSTIFY">Copies of all documents which are incorporated herein by
reference (not including the exhibits to such information, unless such exhibits
are specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered upon written or oral request. Requests should be
directed to the Corporate Secretary at our United States corporate headquarters
at 163 Baypointe Parkway, San Jose, California 95134 or by telephone at (408)
434-1800.</P>

<P ALIGN="JUSTIFY"></P>

<B><P ALIGN="CENTER">WHERE YOU MAY FIND MORE INFORMATION</P>

</B><P ALIGN="JUSTIFY">We are subject to the informational requirements of the
Securities Exchange Act of 1934, and accordingly we file reports, proxy
statements and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information filed can be inspected and
copied at the Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C., 20549, and at the following regional offices of the
Commission: Seven World Trade Center, 13th Floor, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a web site (http://www.sec.gov) containing reports,
proxy and information statements and other information of registrants, including
us, that file electronically with the Commission. In addition, our common stock
is listed on the Nasdaq National Market and similar information concerning JDS
Uniphase can be inspected and copied at the offices of the National Association
of Securities Dealers, Inc., 9513 Key West Avenue, Rockville, Maryland 20850.
</P>

<P ALIGN="JUSTIFY">We have filed with the Commission a registration statement on
Form S-3 (of which this prospectus is a part) under the Securities Act of 1933,
with respect to the shares offered by this prospectus. This prospectus does not
contain all of the information set forth in the registration statement, certain
portions of which have been omitted as permitted by the rules and regulations of
the Commission. Statements contained in this prospectus as to the contents of
any contract or other documents are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference and the exhibits and schedules thereto. For
further information regarding us and the shares offered by this prospectus,
reference is hereby made to the registration statement and such exhibits and
schedules which may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission. </P>

<P ALIGN="JUSTIFY">No person has been authorized to give any information or to
make any representations not contained or incorporated by reference in this
prospectus in connection with the offer described in this prospectus and, if
given or made, such information and representations must not be relied upon as
having been authorized by us or the selling stockholders. Neither the delivery
of this prospectus nor any sale made under this prospectus shall under any
circumstances create any implication that there has been no change in our
affairs since the date of this prospectus or since the date of any documents
incorporated into this prospectus by reference. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities to which it relates, or an offer or solicitation in
any state to any person to whom it is unlawful to make such offer in such
state.</P>


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