<SUBMISSION>
<ACCESSION-NUMBER>0000912093-00-000024
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>19991130
<ITEMS>7
<FILING-DATE>20000531
<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>8-K/A
<ACT>34
<FILE-NUMBER>000-22874
<FILM-NUMBER>646924
</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>8-K/A
<SEQUENCE>1
<FILENAME>0001.htm
<DESCRIPTION>FORM 8-K/A FOR MAY 31, 2000
<TEXT>

<HTML>
<head>
<TITLE>8K doc</TITLE>
</head>

<body bgcolor=white>

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<p align="center"><font size="4"><strong>UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</strong></font></p>


<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>Amendment No. 3 to<br>
                                         FORM 8-K/A</strong></center></font></p>
<HR align=center SIZE=2 width="25%">


<p align="center"><font size="4"><strong>
               Current 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>
    Date of report (Date of earliest event reported):
<font color="FF0000"> November 30, 1999
</strong></font></p>
 <br>

<p align="center"><font size="6" color="#0000FF"><strong>
                                 <u>JDS Uniphase Corporation</u>
</strong></font></br>
<font size="2">
            <i>(Exact name of registrant as specified in its charter)</i>
</font></p>


<font size="3"><strong>
                         <CENTER><u>Delaware</u></CENTER>
</font></strong>
<font size="2">
                 <i><CENTER>(State of Other Jurisdiction of Incorporation)</CENTER></i>
</font></p>


<P>&nbsp;
<TABLE COLS=2 WIDTH="100%" >
<TR>
<TD>
<font size="3"><strong>
<CENTER><u>0-22874</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;<i>(Commission File Number)</i></CENTER>
</font>
</TD>

<TD>
<font size="2">
<CENTER><i>(IRS Employer Identification Number)</i></CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>



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

<font size="2">
       <i> (Address of principal executive offices including zip code)</i>
</font></p>

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

<font size="2">
               <i>  (Registrant's telephone number, including area code)</i>
</font></p>

<p align="center"><font size="3"><strong>
                                 Not Applicable
</strong></font></u><br>


<font size="2">
          <i>(Former Name or Former Address, if Changed Since Last Report)</i>
</font></p>

<P> This Amendment updates Item 7. of the Report on Form 8-K/A filed by the
Registrant on November 30, 1999 by including the financial statements referred to below.</P>


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<br>
<br>

<P><strong>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;  Financial Statements and Exhibits</P></strong>

<P>(a)&nbsp;&nbsp;  Financial Statements of Business Acquired</P>


<br>
<P ALIGN="CENTER"><strong>
                Optical Coating Laboratory, Inc. and Subsidiaries<br>
                  Index to Consolidated Financial Statements<BR>
                   Quarter Ended January 31, 2000<BR>

</strong>
<pre><DIR>
                                                                       Page(s)

Consolidated Balance Sheet as of January 31, 2000                         3

Consolidated Statements of Income and Comprehensive Income for
  the three months ended January 31, 2000 and January 31, 1999            4

Consolidated Statements of Cash Flows for the three months ended
  January 31, 2000 and 1999                                             5 - 6

Consolidated Statements of Stockholders' Equity for the three
  months ended January 31, 2000                                           7

Notes to Consolidated Financial Statements                              8 - 12
</PRE></DIR>

<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<P ALIGN="CENTER"><strong>
Optical Coating Laboratory, Inc. and Subsidiaries<BR>
Condensed Consolidated Balance Sheet<BR>
January 31, 2000<BR></STRONG>
<I>(Unaudited)<BR>
(Dollars in thousands)</I><BR>
<pre><DIR>
<B><P>ASSETS</B></P>
--------------------------------------------------------------------------
Current Assets
              Cash and cash equivalents                   $107,023
              Accounts receivable, net of allowance
                for doubtful accounts of $2.293             42,819
              Inventories                                   33,331
              Income taxes receivable                        6,986
              Deferred income tax assets                     6,528
              Other current assets                           2,818
                                                      -------------
                   Total Current Assets                    199,505

Other Assets
              Deferred income taxes                            491
              Property, plant and equipments held
               for sale                                        334
              Goodwill and intangibles, net                 26,910
              Other assets and investments                   8,087

Property, Plant and Equipment
              Land and improvements                          9,088
              Buildings and improvements                    38,238
              Machinery and equipment                      135,980
              Construction-in-progress                      26,970
                                                      -------------
                                                           210,276
              Less accumulated depreciation                (97,286)
                                                      -------------
              Property, plant, and equipment - net         112,990
                                                      -------------
                   Total Assets                           $348,317
                                                      =============
<B><P>LIABILITIES AND STOCKHOLDERS' EQUITY</B></P>
-------------------------------------------------------------------
Current Liabilities
              Accounts payable                             $13,350
              Accrued expenses                               9,646
              Accrued compensation expenses                  8,550
              Current maturities on long-term debt           2,537
              Notes payable                                    162
              Deferred revenue                               1,015
                                                      -------------
                   Total Current Liabilites                 35,260

Noncurrent Liabilities
              Accrued postretirement health benefits
                and pension liabilities                      2,309
              Deferred revenue                                 645
              Deferred income tax liabilities                8,179
              Long-term debt                                52,019

Stockholders' Equity
              Common stock, $.01 par value; authorized
                30,000,000 shares; issued and outstanding
                14,532,000 shares                              145
              Paid-in capital                              192,491
              Retained earnings                             58,059
              Accumulated other comprehensive income          (790)
                                                      -------------
                Stockholders' Equity                       249,905
                                                      -------------
                   Total Liabilities and Stockholders'
                     Equity                               $348,317
                                                      =============

</PRE>
<P><I>The accompanying notes are an integral part of these financial statments.</P></I>
</DIR>


<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<P ALIGN="CENTER"><strong>
             Optical Coating Laboratory, Inc. and Subsidiaries<br>
               Condensed Consolidated Statements of Income<br>
                     and Comprehensive Income <br></strong>
                        <I>(Unaudited)</I><br>
<P ALIGN="LEFT">
<I>For the three months ended January 31, 2000 and 1999<br>
(Amounts in thousands, except per share amounts)</I><br></P>
<pre><DIR>
<B>                                                  2000         1999    </b>
-----------------------------------------------------------------------
Revenues
           Revenues                             $120,375       $69,851
           Cost of Sales                          89,607        48,632
                                           ----------------------------
                Gross Profit                      30,768        21,219

Costs and Expenses
           Operating Expenses:
             Research and development              8,127         4,644
             Selling and administrative           11,718        10,193
             Other operating expenses              2,710
             Legal settlement, net                              (2,960)
             In process research and
               development charges                               2,906
             Amortization of intangibles             724           217
                                           ----------------------------
                Total Operating Expenses          23,279        15,000
                                           ----------------------------

                Income from Operations             7,489         6,219

           Nonoperating Income (Expense):
             Interest income                       1,680           318
             Interest expense                       (621)         (959)
                                           ----------------------------
Earnings
           Income Before Provision for
             Income Taxes and Minority
               Interest                            8,548         5,578
           Provision for income taxes              3,242         3,054
           Minority interest                                       491
                                           ----------------------------
                Net Income                         5,306         2,033
                                           ============================
Comprehensive Income
           Other comprehensive income (loss):
             Foreign currency translation
               adjustment                           (417)         (127)
                                           ----------------------------
           Comprehensive income                   $4,889       ($1,906)
                                           ============================

           Net Income Per Share, Basic             $0.37         $0.17
                                           ============================

           Net Income Per Share, Diluted           $0.33         $0.16
                                           ============================

           Weighted average number of common
             shares used to compute basic
             earnings per share                   14,378        12,142
                                           ============================
           Weighted average number of common
             shares used to compute diluted
             earnings per share                   16,320        12,868
                                           ============================

<P><I>The accompanying notes are an integral part of these financial statments.</P></I>
</pre></DIR>

<br>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>
<br>
<P ALIGN="CENTER"><strong>
             Optical Coating Laboratory, Inc. and Subsidiaries<br>
              Condensed Consolidated Statements of Cash Flows<br>         </strong>
                          <I>(Unaudited)</i><br>
<P ALIGN="LEFT">
<I>For the three months ended January 31, 2000 and 1999<br>
(Amounts in thousands)</I><br></P>
<pre><DIR>
<B>                                                          2000       1999    </b>
----------------------------------------------------------------------------
Operations

        Cash Flows From Operations:
          Cash received from customers                   $67,521    $53,208
          Interest received                                2,369        371
          Cash paid to suppliers and employees           (69,023)   (40,018)
          Interest paid                                     (394)      (523)
          Income taxes paid, net of refunds               (4,604)      (836)
                                                    ------------------------
             Net Cash Provided By (Used For)
               Operations                                 (4,131)    12,202
                                                    ------------------------
Investments

        Cash Flows From Investments:
          Purchase of remaining interest
            in Flex Products                                        (30,035)
          Purchase of plant and equipment                (13,408)    (5,055)
          Investment in Multiplex, Inc.                   (7,000)
                                                    ------------------------
            Net Cash Used For Investments                (20,408)   (35,090)
                                                    ------------------------
Financing

        Cash Flows From Financing:
          Decrease in short term investments             111,833
          Proceeds form long-term debt                       630         47
          Repayment of long-term debt                       (249)    (1,401)
          Proceeds from exercise of stock
            options                                        3,643        849
          Proceeds from shares purchased under
            Employee Stock Purchase Plan                     763
          Purchase of note from minority
            stockholder                                              (2,400)
          Payment of dividend on common stock               (857)      (726)
                                                    ------------------------
            Net Cash Provided By (Used For)
              Financing                                  115,763     (3,631)
                                                    ------------------------

        Effect of exchange rate changes on
          cash and cash equivalents                           65        (37)
                                                    ------------------------

        Increase (decrease) in cash and
          cash equivalents                                91,289    (26,556)
        Cash and cash equivalents at beginning
          of period                                       15,734     40,880
                                                    ------------------------
        Cash and cash equivalents at end of
          period                                        $107,023    $14,324
                                                    ========================
Adjustments
        Reconciliation of Net Income To Cash Flows From Operations:

        Net Income (loss)                                 $5,306     $2,033
        Adjustments to reconcile net income
          to net cash provided by operations:
           Depreciation and amortization                   4,280      2,985
           Minority interest in earnings of
             subsidiaries                                               491
           Net book value of equipment sold                2,690        557
           Non cash compensation for option
             acceleration                                  1,305
           Other non-cash adjustments to
             net income                                     (296)       793

        Change in:
           Account receivable                             (8,228)      (905)
           Inventories                                    (7,515)     2,207
           Income taxes receivable and income
             taxes payable                                  (836)    (2,454)
           Deferred income taxes                              75      9,158
           Other current assets and other
             assets and investments                           73       (292)
           Accounts payable, accrued expenses
             and accrued compensation expenses              (782)    (7,164)
           Deferred revenue                                 (203)     4,793
                                                    ------------------------
             Total adjustments                            (9,437)    10,169
                                                    ------------------------

        Net Cash Provided By (Used For)
          Operations                                     ($4,131)   $12,202
                                                    ========================
</Pre></DIR>

<B><P>Supplemental Schedule of Non-Cash Investing and Financing Activities:</B></P>

<P>In the first quarter of 1999, the Company issued 39,914 shares of common stock to OCLI 401(k)
/ Employee Stock Ownership Plan at fair market value to satisfy a portion of its Company
contribution.</P>

<I><P>The accompanying notes are an integral part of these financial statements.</I></P>

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

<P ALIGN="CENTER"><strong>
             Optical Coating Laboratory, Inc. and Subsidiaries<br>
              Condensed Consolidated Statements of Stockholders' Equity<br>         </strong>
            <I>For the three months ended January 31, 2000<br>
                                   (Unaudited)</I><br></p>
<Pre><DIR>
<strong>
                                                                  Accumulated
                                                                  Other
                                 Common Stock   Paid-In Retained  Comprehensive
                                Shares  Amount  Capital Earnings  Income </strong>
--------------------------------------------------------------------------------
<I>(Amounts in thousands)</I>
Balance at October 31, 1999     14,262   $143   $181,309 $53,610     ($373)

Exercise of stock options
  including tax benefit and
  issuance of shares under
  Employee Stock Purchase Plan     270      2      9,877

Compensation charge for
  acceleration of employee
  stock option
Foreign currency translation
  adjustment                                                           (417)
Net Income                                                 5,306
Dividend on common stock                                    (857)
--------------------------------------------------------------------------------
Balance at January 31, 2000     14,532   $145   $192,491 $58,059      ($790)
================================================================================

</PRE></DIR>

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

<STRONG>
<P ALIGN="CENTER">OPTICAL COATING LABORATORY,
INC.</P>
<P ALIGN="CENTER">NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS</P>
</STRONG><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Three Months Ended January 31, 2000 and 1999</P>
<I><P ALIGN="CENTER">(Unaudited)</P></I>

<B><P>1.&#9;GENERAL</P>
</B>
<B><P>Nature of Operations.</B>  Optical Coating Laboratory, Inc. (&quot;The
Company&quot;) designs, develops and manufactures multi-layer thin film coatings
which control and enhance light by altering the transmission, reflection and
absorption of its various wavelengths to achieve a desired effect such as anti-
reflection, anti-glare, electromagnetic shielding, electrical conductivity and
abrasion resistance. The Company markets and distributes components primarily to
original equipment manufacturers (OEMs) of color shifting, optical and electro-
optical systems.  the Company's products are found in many applications
including computer monitors, flat panel displays, telecommunication systems,
office equipment, medical/analytical equipment and instruments, projection
imaging systems, satellite power systems and aerospace and defense systems.
Through its wholly owned subsidiary, Flex Products, Inc. (Flex), the Company
designs and manufactures thin film coatings on flexible substrates using high
vacuum roll-to-roll processes. Flex supplies critical pigments for use in anti-
counterfeiting applications, energy conserving window film for residential and
commercial applications and ChromaFlair&reg; light interference pigments for
commercial paints. </P>


<B><P>Interim Financial Information</B>.  The Condensed Consolidated Balance
Sheet as of January 31, 2000, the Condensed Consolidated Statements of Income
and Other Comprehensive Income for the three month periods ended January 31,
2000 and 1999, the Condensed Consolidated Statements of Cash Flows for the three
month periods ended January 31, 2000 and 1999 and the Condensed Consolidated
Statement of  Stockholders' Equity, have been prepared by the Company without
audit. In the opinion of management, all adjustments consisting of normal
recurring accruals, necessary to present fairly the financial position, results
of operations and cash flows at January 31, 2000 and for all periods presented
have been made.</P>

<P>Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes included in the Company's Annual Report on Form 10-K for
the year ended October 31, 1999.</P>

<P>The results of operations for the period ended January 31, 2000 are not
necessarily indicative of the operating results anticipated for the full
year.</P>

<B><P>2.&#9;COMPREHENSIVE INCOME</P>
</B>
<P>Comprehensive income consists of foreign currency translation adjustments
which are reported as a separate component of equity.  </P>

<P>Accumulated comprehensive income presented on the Condensed Consolidated
Balance Sheet consists of cumulative foreign currency translation
adjustments.</P>

<B><P>3.&#9;OTHER OPERATING EXPENSES</P>
</B>
<P>On November 3, 1999, the Company entered into a definitive agreement to be
acquired by JDS Uniphase Corporation (see Note 11).  In connection with the
merger, the Company incurred $1.4 million of professional fees in the first
quarter of fiscal year 2000.  In addition, the Company incurred $1.3 million of
noncash compensation expense for the acceleration of the vesting terms of one
long-term option in the first quarter of fiscal 2000.</P>

<B><P>4.&#9;LEGAL SETTLEMENT</P>
</B>
<P>On January 15, 1999, the Company announced that it had settled a lawsuit with
Optical Corporation of America and certain of its shareholders regarding a
failed merger in fiscal 1996.  The Company received cash, net of related legal
expenses, of $2.9 million which was recorded as a benefit in the first quarter
of 1999.</P>

<B><P>5.&#9;OTHER ASSETS AND INVESTMENTS</P></b>

<P>In the first quarter of fiscal 2000,
the Company paid $7.0 million for 1,614,000 shares of Series B Preferred Stock
(approximately 10% of the total ownership) of Multiplex, Inc., a nonpublic
manufacturer of lasers and photoreceivers for high speed telecommunications.
The shares are convertible, at the option of the Company, on a one to one ratio
into shares of Common Stock of Multiplex, Inc. and will be converted into shares
of Common Stock if Multiplex, Inc. issues shares in a public offering.</P>

<B><P>6.&#9;DISPOSALS AND ACQUISITIONS</P>
</B>
<P>In the first quarter of 1999, Glas-Tr&ouml;sch GmbH, a privately held glass
company in Switzerland, purchased the business and operating assets (inventory,
equipment, furniture, two buildings, workforce, customer lists and other related
intangibles) of the Company's manufacturing subsidiary in Germany (MMG) for $4.3
million. As the Company had previously recorded an impairment loss to reduce
MMG's assets to fair value on a liquidation basis, no gain or loss was
recognized on the sale.  The cash proceeds from the sale were received in
February 1999 and, as a result, the amount receivable from the sale is included
in other current assets at January 31, 1999.  An office building in Germany,
with a carrying value of $334,000 which was not part of the sale, is being held
for sale.</P>

<P>In connection with the sale of MMG, the Company also received $1.2 million
for a three-year covenant not to compete and $600,000 for a three-year license
and supply agreement that incorporates the use of the OCLI name.  The $1.8
million received for those contracts is being recognized as revenue over the
three-year terms of the agreements.</P>

<P>In February 1999, the Company purchased OPKOR Inc., an optical design and
manufacturing company specializing in precision polymer optic components and
assemblies, for $9.0 million consisting of $1.8 million in cash and 267,285
shares of OCLI common stock.  Pursuant to this transaction, the Company recorded
goodwill of $7.0 million that is being amortized over an average life of 8
years.</P>

<B><P>7.&#9;EARNINGS PER SHARE</P>
</B>
<P>The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the three months ended
January 31, 2000 and January 31, 1999:</P>


<Pre><DIR><b>
                                               January 31,  January 31,
                                                    2000      1999   </B>
<I>(Amounts in thousands, except per share amounts)</I>
-----------------------------------------------------------------------
<b>
Basic Earnings Per Share:</B>
Weighted average common shares outstanding         14,378       12,142
                                              =========================

Net income                                         $5,306       $2,033
                                              =========================

Net income per common shares, basic                 $0.37        $0.17
                                              =========================
<b>
Diluted Earnings Per Share:</B>
Weighted average common shares
  outstanding, basic                               14,378       12,142
Dilutive effect of employee stock options           1,942          726
                                              -------------------------
Average shares outstanding, diluted                16,320       12,868
                                              =========================

Net income applicable to common stock, diluted     $5,306       $2,033
                                              =========================

Net income per share, diluted                       $0.33        $0.16
                                              =========================

</Pre></DIR>




<B><P>8.&#9;FINANCIAL DERIVATIVES AND HEDGING</P>
</B><P>The Company, from time to time, enters into derivative transactions
in order to hedge foreign currency risk on existing commitments, open
receivables, payables and debt instruments when the currency risk is considered
material to the Company. In addition, the Company may enter into interest rate
swaps or similar instruments in order to reduce interest rate risk on its debt
instruments. The Company does not enter into derivatives for trading purposes.
</P>

<P>At January 31, 2000, the Company has outstanding foreign currency forward
contracts for the principal and interest payments under an intercompany note
receivable denominated in British Pounds and for firm customer commitments in
Japanese yen.  The notional amounts, carrying amounts and fair values of the
Company's derivatives position at January 31, 2000 are included in the table
below:</P>

<Pre><DIR><b>
                                                       Estimated Fair
                                                       Value of Foreign
                                  Notional   Carrying  Exchange
                                   Amount     Amount   Contract</B>
<I>(Amounts in thousands )</I>
---------------------------------------------------------------------------
Foreign currency forward exchange contracts:

  British Pounds                    2,389          0       (119)
  Japanese yen                        650          0          7

</pre></DIR>


<B><P>9.&#9;INVENTORIES</P></b>
<P>Inventories consisted of the following at January 31, 2000:
<pre><DIR>
Raw materials and supplies                                 $4,518
Work-in-process                                            24,566
Finished goods                                              4,247
                                                       -----------
     Total inventories                                    $33,331
                                                       ===========
</pre></DIR>

<B><P>10.&#9;SEGMENT INFORMATION</P>
</B>
<P>In the fourth quarter of 1999, the Company adopted SFAS No. 131,
&quot;Disclosures About Segments of an Enterprise and Related Information,&quot;
which establishes standards for reporting information about a company's
operating segments.  The Company has divided its operations into three
reportable segments: Telecommunications Products, Light Interference Pigments
and Applied Photonics.  Segment determination is based on market similarity and
management of the Company's business.  </P>

<P>The Company's Telecommunications Products segment manufactures and sells
optical components for fiber optic communications systems.  The main application
for these products is to control the reflection, transmission and absorption of
lightwave signals that are transmitted through fiber optic cables.  Current
products include WDM products and switches.</P>

<P>The Light Interference Pigments segment manufactures and sells color shifting
light interference pigments used to prevent counterfeiting of the world's
currencies and other value documents and for use in paints for automobiles and
other consumer products.</P>

<P>The Applied Photonics segment manufactures and sells: optical components used
in display systems such as cathode ray tube displays, flat panel displays and
business projection systems; optical components used in defense and aerospace
products, automated data collection products and medical, scientific and
analytical instruments; and optical components used in office automation
products such as copiers, scanners and printers.</P>

<P>The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements and described in the summary of
significant accounting policies.  Corporate costs are allocated to the segments
based on factors intended to approximate actual usage.  Management evaluates a
segment's performance based on operating profit and return on net assets.
Return on net assets is net income before minority interest and tax effected
interest expense for the previous four quarters divided by average net assets.
Net assets is total assets less current liabilities plus notes payable and
current maturities on long term debt.  Intersegment sales and transfers are
recorded based on prevailing market prices. Corporate operations include
miscellaneous income, elimination of intersegment revenues and profit,
unallocated administrative expenses, merger related expenses and legal
settlements.  Corporate net assets include cash and short-term investments,
property plant and equipment used in administrative functions and other
unallocated corporate assets and liabilities.</P>

<P>The following table presents business segment information for the three
months ended January 31, 2000 and 1999:</P>

<pre><DIR><b>
                                       January 31,    January 31,
                                           2000         1999       </b>
-----------------------------------------------------------------
Revenues:
  Telecommunications Products             $60,014        $22,129
  Light Interference Pigments              18,285         14,591
  Applied Photonics                        42,076         33,131
                                     -------------  -------------
     Total revenues                      $120,375        $69,851
                                     =============  =============

Income from Operations:
  Telecommunications Products              $8,266         $3,018
  Light Interference Pigments               5,534           (592)
  Applied Photonics                         2,165          2,310
  Corporate and eliminations               (8,476)         1,483
                                     -------------  -------------
   Total income from operations            $7,489         $6,219
                                     =============  =============

Return on net assets:
  Telecommunications Products                75.6%          76.8%
  Light Interference Pigments                18.3%           5.2%
  Applied Photonics                           9.0%           8.8%

Assets:
  Telecommunications Products             $34,057         $8,357
  Light Interference Pigments              66,626         58,334
  Applied Photonics                        90,109         94,685
  Corporate and eliminations              157,525         43,430
                                     -------------  -------------
     Total assets                        $348,317       $204,806
                                     =============  =============

Capital expenditures:
  Telecommunications Products              $4,220           $735
  Light Interference Pigments               7,561          1,924
  Applied Photonics                           800          1,501
  Corporate and eliminations                  827            895
                                     -------------  -------------
     Total capital expenditures           $13,408         $5,055
                                     =============  =============
</pre></DIR>




<B><P>11.&#9;SUBSEQUENT EVENT</P>
</B>
<P>On November 3, 1999, the Company entered into a definitive agreement to be
acquired by JDS Uniphase Corporation for common stock valued at approximately
$2.7 billion.  The acquisition was completed on February 4, 2000.  Upon closing
of the acquisition, the Company exchanged each share of its common stock for
3.712 shares of common stock of JDS Uniphase Corporation.  The exchange ratio
gives effect to the two-for-one stock split of JDS Uniphase common stock for
stockholders of record as of March 2, 2000.  In addition, JDS Uniphase issued
options in exchange for outstanding options of the Company with the number of
shares and the exercise prices appropriately adjusted by the exchange ratio.
</P>

<P>In contemplation of the merger, the Company amended certain employment
agreements and incurred certain expenses that would not have been recoverable if
the merger had not closed.  Those costs were expensed in the first quarter of
fiscal year 2000.  An additional $26.7 million of merger related costs that were
contingent on the closing of the merger were expensed subsequent to the first
quarter on the closing date of the merger.</P>

<P>As a result of the merger and under direction from JDS Uniphase Corporation,
the Company repaid principal amounts totaling $47.5 million, to retire the
outstanding balances of its Unsecured Senior Notes after the first quarter of
fiscal year 2000.  In connection with those early payments, the Company wrote
off $816,000 of deferred loan fees and paid $600,000 of early payment penalties
that were expensed after the first quarter of fiscal year 2000.  </P>



<br>
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<br>
<br>

<p><strong>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;  Pro Forma Information and Exhibits
(continued)</strong></P>
<dir>
<P>(C)&nbsp;&nbsp;&nbsp;&nbsp;  Exhibits</P>

<P>23.1&#9;&nbsp;&nbsp;&nbsp;&nbsp;  Consent of Deloitte &amp; Touche LLP, Independent Auditors.</P>

<P>23.2&#9;&nbsp;&nbsp;&nbsp;&nbsp;  Consent of KPMG LLP, Independent Accountants
</dir>




<P>The documents listed below have been filed by OCLI under the Exchange Act
with the Commission and are incorporated herein by reference:</P>




<UL>
<LI>OCLI's Annual Report on Form 10-K for the year ended October 31,
1999.</LI></UL>

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

<p align="center"><strong>
                                   SIGNATURES
</strong></p>
<p>     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

<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>
                                 JDS Uniphase Corporation
</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>By:&nbsp;</TD>
    <TD align=left>
                                                /s/ Anthony R. Muller
</TD></TR></TABLE>


<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>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
              Anthony R. Muller
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
                                        Executive Vice President
                                         and Chief Financial Officer
  </I></TD></TR></TABLE></P>


<p>Date: May 31, 2000

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<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>0002.htm
<DESCRIPTION>CONSENT OF D&T
<TEXT>

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<head>
<TITLE>EX23.1</TITLE>
</head>

<body bgcolor=white>

<p align="right">
                                                            EXHIBIT 23.1


<p align="center"><strong>
           CONSENT OF DELOITTE &amp; TOUCHE LLP, INDEPENDENT AUDITORS
</strong></p>

<P>We consent to the 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. 222-81911) 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
Statements (Form S-3 Nos. 333-27931, 333-70351, 333-78821, 333-82797, 333-83129,
333-94217) of JDS Uniphase Corporation (formerly Uniphase Corporation); the
Registration Statement (Form S-8 No. 333-90301) pertaining to the JDS Uniphase
Corporation 1999 Canadian Employee Stock; 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 1993,
1995, 1996, 1998 and 1999 Incentive Compensation Plans, the 1999 Employee Stock
Purchase Plan and 1999 Director Stock Plan; the Registration Statement (Form S-8
No. 333-36114) pertaining to the Cronos Integrated Microsystems, Inc. 1999 Stock
Plan, and in the related Prospectuses of our report dated December 15, 1999
relating to the consolidated financial statements of Optical Coating Laboratory,
Inc. and subsidiaries as of October 31, 1999 and 1998, and for each of the three
years in the period ended October 31, 1999, incorporated by reference in this
Current Report on Amendment No. 3 to Form 8-K/A of JDS Uniphase Corporation.</P>

<P>/s/ DELOITTE &amp; TOUCHE LLP</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>San Jose, California</P>
<P>May 31, 2000</P>
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<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>0003.htm
<DESCRIPTION>CONSENT OF KPMG
<TEXT>

<HTML>
<head>
<TITLE>EX23.2</TITLE>
</head>

<body bgcolor=white>

<p align="right">
                                                            EXHIBIT 23.2

<p align="center"><strong>
                    CONSENT OF KPMG LLP, INDEPENDENT ACCOUNTANTS</P>
</strong></p>


<P>The Board of Directors<br>
Flex Products, Inc.</P>

<P>We consent to the 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. 222-81911) 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 Statements (Form S-3
Nos. 333-27931, 333-70351, 333-78821, 333-82797, 333-83129, 333-94217) of JDS
Uniphase Corporation (formerly Uniphase Corporation); the Registration Statement
(Form S-8 No. 333-90301) pertaining to the JDS Uniphase Corporation 1999
Canadian Employee Stock; 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; and the Registration Statement (Form S-8 No. 333-
96481) pertaining to the Optical Coating Laboratory 1993, 1995, 1996, 1998 and
1999 Incentive Compensation Plans, the 1999 Employee Stock Purchase Plan and
1999 Director Stock Plan; the Registration Statement (Form S-8 No. 333-36114)
pertaining to the Cronos Integrated Microsystems, Inc. 1999 Stock Plan, and in
the related Prospectuses of our report dated November 26, 1997, with respect to
the statements of operations, stockholders' equity, and cash flows of Flex
Products, Inc. for the year ended November 2, 1997, which report appears in the
October 31, 1999 Annual Report on Form 10-K of Optical Coating Laboratory, Inc.,
and which is incorporated by reference in this Amendment No. 3 to Form 8-K/A of
JDS Uniphase Corporation.</P>

<P>/s/ KPMG LLP</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>San Francisco, California</P>
<P>May 31, 2000</P>
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