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<FISCAL-YEAR-END>0630
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<FILE-NUMBER>333-39436
<FILM-NUMBER>656145
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<BUSINESS-ADDRESS>
<STREET1>163 BAYPOINTE PKWY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134
<PHONE>4084341800
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<STREET1>163 BAYPOINTE PARKWAY
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<STATE>CA
<ZIP>95134
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<DESCRIPTION>FORM S-3
<TEXT>

<HTML>
<head>
<TITLE>S-3 doc</TITLE>
</head>

<body bgcolor=white>



<p align="center"><font size="3" color="FF0000">
As filed with the Securities and Exchange Commission on June 15, 2000</p><br></font>
<p align="RIGHT"><font size="3" color="FF0000">
                                               Registration No. 333-________
</font></p>

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

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

<HR align=center SIZE=2 width="25%">
<br>
<p align="center"><font size="5"><strong>FORM S-3</strong></center></font></p>
<HR align=center SIZE=2 width="25%">

<p align="center"><font size="3">
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


</font></p>

<p align="center"><font size="5" color="#0000FF"><strong>
                           <u>JDS Uniphase Corporation</u>
</strong></font></br>
<font size="2">
      (Exact Name of Registrant as Specified in its Charter)



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

<p align="center"><font size="3"><strong>
                               163 Baypointe Parkway<br>
                           San Jose, CA &nbsp;&nbsp;95134<br>
                                     (408) 434-1800
</strong></font><br>

<font size="2">
       (Address, Including Zip Code, and Telephone Number, Including Area Code<br>
                       of Registrant's Principal Executive Offices)</P>
</font></p>


<p align="center"><font size="3"><strong>
                                 Michael C. Phillips, Esq.<br>
     Senior Vice President, Business Development and General Counsel<br>
                             JDS Uniphase Corporation<br>
                               163 Baypointe Parkway<br>
                           San Jose, California 95134<br>
                                 (408) 434-1800<br>
</strong></font><br>

<font size="2">
          (Name, Address, Including Zip Code, and Telephone Number,<br>
                  Including Area Code, of Agent for Service)
</font></p>

<p align="center"><font size="3">
                                      COPIES TO:<br>
<strong>
                           John W. Campbell III, Esq.<br>
                           Morrison &amp; Foerster LLP<br>
                              425 Market Street<br>
                          San Francisco, California 94105-2482<br>
                                 (415) 268-7000<br>

</strong></font></p>

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

<DIV align=left>
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</DIV>
<DIV align=left>
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</DIV>


<p align="center"><font size="3">
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:<BR>
From time to time after the effective date of this Registration
Statement.</P>

<P>If the only securities being registered on this Form are to be offered
pursuant
to dividend or interest reinvestment plans, please check the following box. [&nbsp;&nbsp;]</P>


<P>If any of the securities being registered on this Form are to be offered on
a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of
1933, other than securities offered only in connection with dividend or
interest
reinvestment plans, check the following box. [X]</P>

<P>If this Form is filed to register additional securities for an offering
pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [&nbsp;&nbsp;]</P>

<P>If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under
the Securities Act of 1933, check the following box and list the Securities
Act
registration statement number of the earlier effective registration
statement
for the same offering. [&nbsp;&nbsp;]</P>

<P>If delivery of the prospectus is expected to be made pursuant to Rule
434,
please check the following box. [&nbsp;&nbsp;]</P>

<BR>
<br>
<br>
<br>
<br>
<br>

<br>
<br>
<HR align=left SIZE=2 width="100%">
<p align="center"><font size="3"><strong>
                         CALCULATION OF REGISTRATION FEE
</strong></font>
<HR align=left SIZE=2 width="100%">


<pre>

                                      Proposed      Proposed
                                       Maximum       Maximum
                                      Aggregate     Aggregate      Amount of
  Title of Shares to   Amount to be   Price Per     Offering      Registration
    be Registered      Registered(2)  Share(1)      Price(1)         Fee(2)
---------------------- ------------- ----------- --------------- --------------

Common Stock, $0.001
  par value...........    880,129       $111.85  $98,442,428.65        $25,989
                          shares
</pre>


<HR align=left SIZE=2 width="100%">
<dir>
<FONT SIZE=2><P ALIGN="JUSTIFY"> (1)&#9;Estimated solely for the purpose of
calculating the registration fee in accordance with Rule&nbsp;457(c) based on
$111.85, the average of the high and low reported sales prices of JDS Uniphase
common stock on the Nasdaq National Market on June 9, 2000.</P>
<P ALIGN="JUSTIFY">(2)&#9;Pursuant to Rule 429 under the Securities Act of 1933,
the prospectus
included in this Registration Statement is a combined prospectus and related
to Registration Statement Nos. 333-78821, 333-82797, 333-83129, 333-88761
and 333-94217 previously filed by the Registrant on Form S-3 on May 19,
1999, July 14, 1999, July 16, 1999, October 12, 1999 and January 7, 2000,
respectively.  An aggregate registration fee of $1,572,480.91 has been
previously paid in connection with the registration of Registrant's common
stock under such Registration Statements on Form S-3.  The registration fees
paid for those filings related to an aggregate of 293,156,184 shares
issuable pursuant to the tender of the exchangeable shares of JDS Uniphase's
subsidiary, JDS Uniphase Canada Ltd.  Accordingly, no registration fee for
such previously registered shares is being paid herewith.  Of these
293,156,184 shares, 183,050,504 shares of common stock have not been issued
as of June 15, 2000 pursuant to the tender of exchangeable shares.</P></font>
</DIR>

<B><P>&#9;&#9;<FONT SIZE=3>Pursuant to Rule 429 under the Securities Act
of 1933, the prospectus included in this Registration Statement is a combined
prospectus and related to Registration Statement Nos. 333-78821, 333-82797,
333-83129, 333-88761
and 333-94217 previously filed by the Registrant on Form S-3 on May 19,
1999, July 14, 1999, July 16, 1999, October 12, 1999 and January 7, 2000, respectively.</B>
<B>The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.</P></B></FONT>

<br>
<br>
<br>

<HR align=left SIZE=2 width="100%">
<B><FONT SIZE=3><P ALIGN="CENTER">Subject to Completion, dated June 15, 2000</P>

<P>&#9;&#9;The information in this prospectus is not complete and may be
changed.  We may not sell these securities until the Registration Statement
filed with the Securities and Exchange Commission is effective.  This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.</P>
</FONT><FONT SIZE=5><P ALIGN="CENTER">JDS Uniphase Corporation</P>
</B></FONT><P ALIGN="CENTER">183,930,633 Shares of Common Stock</P>
<FONT SIZE=3><P>&#9;&#9;The 183,930,633 shares of our common stock offered by this
prospectus will be held by certain of our stockholders if exchanged 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>&#9;&#9;Our common stock is listed on the Nasdaq National Market under the
symbol:</P>
<P ALIGN="CENTER">JDSU</P>
<P>&#9;&#9;The last sale price of our common stock on the Nasdaq National Market
on June 14, 2000 was $117 per share.</P>
<P ALIGN="CENTER">__________________</P>
<B><P>&#9;&#9;Investing in our Common Stock involves a high degree of risk.  See
&quot;Risk Factors&quot; beginning on page 4.</P>
<P>&#9;&#9;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>
</B><P ALIGN="CENTER">__________________</P>
<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>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">The date of this prospectus is June 15, 2000</P>
<HR align=left SIZE=2 width="100%">
</B><P ALIGN="JUSTIFY"></P></FONT>
<B><P ALIGN="CENTER">TABLE OF CONTENTS </P></B>

<DIR>
<pre>

                                                                  Page
                                                               ---------

JDS Uniphase..................................................     5
Recent Events.................................................     5
Risk Factors..................................................     6
Use of Proceeds...............................................    15
Plan of Distribution..........................................    15
Legal Opinions................................................    16
Experts.......................................................    16
Where You May Find More Information...........................    16


</pre>
</dir>

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

<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">JDS UNIPHASE</P></B>
<P>JDS Uniphase Corporation is the result of a merger between Uniphase
Corporation and JDS FITEL Inc., pursuant to which they combined their operations
on June&nbsp;30, 1999.  Historic information described in this prospectus, not
pertaining to JDS Uniphase, 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 &quot;Uniphase&quot;
or &quot;JDS FITEL&quot; information, respectively.  References to
&quot;we,&quot; &quot;us,&quot; &quot;our&quot; and &quot;JDS Uniphase&quot;
refer to the combined entity resulting from the merger of Uniphase and JDS
FITEL.</P>
<P>JDS Uniphase is the leading provider of advanced fiber optic 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 fiber optic 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 fiber optic 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>&#9;&#9;In February 2000, we acquired Optical Coating Laboratory, Inc. or
OCLI for total consideration of approximately $2.7 billion.  OCLI is a leading
manufacturer of optical thin film coatings and components used to control and
enhance light propagation to achieve specific effects such as reflection,
refraction, absorption and wavelength separation.  In addition, on January 17,
2000, we executed a definitive merger agreement to acquire E-TEK Dynamics, Inc.
E-TEK designs, manufactures and sells high quality fiber optic components and
modules for optical networks. </P>

<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 telephone number at this location is (613) 727-1304.
</P>
<B><P ALIGN="CENTER">RECENT EVENTS  </P></B>
<P><B>Acquisition of Cronos Integrated Microsystems, Inc. </P></B>
<P>&#9;&#9;On April 19, 2000, we acquired Cronos
Integrated Microsystems, Inc. (&quot;Cronos&quot;), a provider of optical micro-
electro-mechanical systems (&quot;MEMS&quot;) components and component
technology to the fiber optic communications market, in a transaction accounted
for as a purchase.  We issued 6.3 million shares of common stock valued at
approximately $565 million in exchange for all of the outstanding shares of
Cronos common stock.  Outstanding options to acquire shares of Cronos common
stock were converted into options to purchase shares of our common stock at the
same exchange ratio.  The purchase price allocation will be finalized in June
2000.  The acquisition of Cronos does not have a significant impact on our
operating results or financial position.</P>

<B><P>Acquisition of Fujian Casix Laser Inc.</P></B>
<P>&#9;&#9;On April 29, 2000, we acquired Fujian Casix Laser Inc
(&quot;Casix&quot;), a supplier of crystals, fiber optic components and optics
for telecommunications networks.  Casix is based in Fuzhou, Fujian, China.
Casix's key technologies consist principally of fiber optic component processing
and precision assembly; optical design, fabrication and coating; and advanced
crystal growth and processing.  The transaction has been accounted for as a
purchase.  The acquisition of Casix does not have a significant impact on our
operating results or financial position.  </P>

<B><P ALIGN="CENTER">RISK FACTORS</P></B>
<P>&#9;&#9;<I>This prospectus and the documents incorporated by reference
into this prospectus contain forward-looking statements within the &quot;safe
harbor&quot; provisions of the Private Securities Litigation Reform Act of 1995
with respect to our financial condition, results of operations and business.
Words such as &quot;anticipates,&quot; &quot;expects,&quot; &quot;intends,&quot;
&quot;plans,&quot; &quot;believes,&quot; &quot;seeks,&quot;
&quot;estimates&quot; and similar expressions identify forward-looking
statements.  These forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties that could cause actual
results to differ materially from the results contemplated by the forward-
looking statements.  In evaluating your investment decision, you should
carefully consider the discussion of risks and uncertainties below. </P></I>

<P><I>&#9;&#9;An investment in our common stock involves a high degree of risk.
In addition to the other information contained in or incorporated by reference
into this prospectus, you should carefully consider the following risk factors
in deciding whether to invest in our common stock.</P>
</I><P> </P>
<B><P>Difficulties We May Encounter Managing Our Growth Could Adversely Affect
Our Results of Operations</P></B>
<P>We have historically achieved growth through a combination of internally
developed new products and acquisitions.  Our growth strategy depends on our
ability to continue developing new components, modules and other products for
our customer base.  However, along with internal new product development
efforts, as part of this strategy, we expect to continue to pursue acquisitions
of other companies, technologies and complementary product lines.  The success
of each acquisition will depend upon:</P>

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



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



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



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



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

<I><P>Difficulties in Integrating New Acquisitions Could Adversely Affect Our
Business</P></I>
<P>Critical to the success of our growth is the ordered, efficient
integration of acquired businesses into our organization and, with this end, we
have in the past spent and continue to spend significant resources.  If our
integration efforts are unsuccessful, our businesses will suffer.  We are the
product of several substantial combinations, mergers and acquisitions,
including, among others, the combination of Uniphase and JDS FITEL on June 30,
1999, and the acquisition of OCLI on February 4, 2000.  In addition, on January
17, 2000 we executed a definitive merger agreement to acquire E-TEK Dynamics,
Inc.  Each combination, merger and acquisition presents unique product,
marketing, research and development, facilities, information systems,
accounting, personnel and other integration challenges.  In the case of several
of our acquisitions, including Uniphase Laser Enterprise in March 1997, Uniphase
Netherlands in June 1998, and Cronos Integrated Microsystems, Inc. and Fujian
Casix Laser, Inc. in April 2000, we acquired businesses that had previously been
engaged primarily in research and development and that needed to make the
transition from a research activity to a commercial business with sales and
profit levels that are consistent with our overall financial goals.  This
transition is in its genesis at Cronos.  It has also not yet been completed at
Uniphase Netherlands, which continues to operate at higher expense levels and
lower gross margins than those required to meet our profitability goals.  Also,
our information systems and those of companies we acquire are often
incompatible, requiring substantial upgrades to one or the other.  Further, our
current senior management is a combination of the prior senior management teams
of Uniphase, JDS FITEL and OCLI, several of whom have not previously worked with
other members of management.  </P>
<P>The benefits to us of each combination, merger and acquisition and our
success, as a whole, depends upon our succeeding in each of these and other
integration challenges.  Nevertheless, the integration of our business with
another may result in unanticipated operations problems, expenses and
liabilities and the diversion of management attention.  Our integration efforts
may not be successful, and, if so, our operating results would suffer as a
result.  </P>
<I><P>If We Fail to Efficiently Integrate Our Sales and Marketing Forces, Our
Sales Could Suffer</P></I>
<P>Our sales force is and will in the future be a combination of our sales
force and the sales forces of the businesses we acquire, which must be
effectively integrated for us to remain successful.  Our combinations, mergers
and acquisitions (in particular, the June 30, 1999 combination of Uniphase with
JDS FITEL) often result in sales forces differing in products sold, marketing
channels used and sales cycles and models applied.  Accordingly, we may
experience disruption in sales and marketing in connection with our efforts to
integrate our various sales and marketing forces, and we may be unable to
efficiently or effectively correct such disruption or achieve our sales and
marketing objectives if we fail in these efforts.  Our sales personnel not
accustomed to the different sales cycles and approaches required for products
newly added to their portfolio may experience delays and difficulties in selling
these newly added products.  Furthermore, it may be difficult to retain key
sales personnel.  As a result, we may fail to take full advantage of the
combined sales forces' efforts, and one company's sales approaches and
distribution channels may be ineffective in promoting another entity's products,
all of which may materially harm our business, financial condition or operating
results.</P>
<I><P>Integration Costs and Expenses Associated with Our Merger and Acquisition
Activities Have and May Continue to be Substantial</P></I>
<P>We often incur substantial costs related to our combinations, mergers and
acquisitions.  For example, we have incurred direct costs associated with the
combination of Uniphase and JDS FITEL of approximately $12 million and incurred
approximately $8 million associated with the acquisition of OCLI.  We may incur
additional material charges in subsequent quarters to reflect additional costs
associated with these and other combinations and acquisitions which will be
expensed as incurred.  </P>
<I><P>We May Fail to Commercialize New Product Lines</P></I>
<P>We intend to continue to develop new product lines to address our
customers' diverse needs and the several market segments in which we
participate.  If we fail, our business will suffer.  As we target new product
lines and markets, we will further increase our sales and marketing, customer
support and administrative functions to support anticipated increased levels of
operations from these new products and markets as well as growth from our
existing products.  We may not be successful in creating this infrastructure nor
may we realize any increase in the level of our sales and operations to offset
the additional expenses resulting from this increased infrastructure.  In
connection with our recent acquisitions, we have incurred expenses in
anticipation of developing and selling new products.  Our operations may not
achieve levels sufficient to justify the increased expense levels associated
with these new businesses.  </P>
<I><P>Any Failure of Our Information Technology Infrastructure Could Materially
Harm Our Results of Operations</P></I>
<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 are
implementing a corporate-wide ERP solution (Oracle) with integrated product data
management and manufacturing execution systems, expanding and enhancing our wide
area network with higher bandwidth connections and redundant links, and
integrating our voice communication systems.  </P>
<P>We must continue to expand and adapt our system infrastructure to keep pace
with our growth.  Demands on infrastructure that exceed our current forecasts
could result in technical difficulties.  Upgrading the network infrastructure
will require substantial financial, operational and management resources, the
expenditure of which could affect the results of our operations.  We may not
successfully and in a timely manner upgrade and maintain our information
technology infrastructure and a failure to do so could materially harm our
business, results of operations and financial condition.  </P>
<B><P>We are Subject to Manufacturing Difficulties </P></B>
<I><P>If We Do Not Achieve Acceptable Manufacturing Volumes, Yields or
Sufficient Product Reliability, Our Operating Results Could Suffer</P></I>
<P>The manufacture of our products involves highly complex and precise
processes, requiring production in highly controlled and clean environments.
Changes in our manufacturing processes or those of our suppliers, or their
inadvertent use of defective or contaminated materials, could significantly
reduce our manufacturing yields and product reliability.  Because the majority
of our manufacturing costs are relatively fixed, manufacturing yields are
critical to our results of operations.  Some of our divisions have in the past
experienced lower than expected production yields, which could delay product
shipments and impair gross margins.  These divisions or any of our other
manufacturing facilities may not maintain acceptable yields in the future.  </P>
<P>For example, 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.  Moreover, 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.  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, we must increase our
manufacturing volumes to meet these needs and satisfy customer demand.  Failure
to do so may materially harm our business, operating results and financial
condition.  In some cases, existing manufacturing techniques, which involve
substantial manual labor, may be insufficient to achieve the volume or cost
targets of our customers.  As such, we will need to develop new manufacturing
processes and techniques, which are anticipated to involve higher levels of
automation, to achieve the targeted volume and cost levels.  In addition, it is
frequently difficult at a number of our manufacturing facilities to hire
qualified manufacturing personnel in a timely fashion, if at all, when customer
demands increase over shortened time periods.  While we continue to devote
research and development efforts to improvement of our manufacturing techniques
and processes, we may not achieve manufacturing volumes and cost levels in our
manufacturing activities that will fully satisfy customer demands.  </P>
<I><P>If Our Customers Do Not Qualify Our Manufacturing Lines For Volume
Shipments, Our Operating Results Could Suffer</P></I>
<P>Customers will not purchase any of our products (other than limited
numbers of evaluation units) prior to qualification of the manufacturing line
for the product.  Each new manufacturing line must go through varying levels of
qualification with our customers.  This qualification process determines whether
the manufacturing line achieves the customers' quality, performance and
reliability standards.  Delays in qualification can cause a product to be
dropped from a long term supply program and result in significant lost revenue
opportunity over the term of that program.  We may experience delays in
obtaining customer qualification of our new facilities.  If we fail in the
timely qualification of these or other new manufacturing lines, our operating
results and customer relationships would be adversely affected.  </P>
<B><P>Our Operating Results Suffer as a Result of Purchase Accounting Treatment,
Primarily due to the Impact of Amortization of Goodwill and Other Intangibles
Originating from Acquisitions</P></B>
<P>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 of our subsidiary, JDS Uniphase Canada Ltd.,
issued in connection with mergers and acquisitions with the fair value of the
stock options assumed which became options to purchase our common shares and the
amount of direct transaction costs as the cost of acquiring these entities.
That cost is allocated to the individual assets acquired and liabilities
assumed, including various identifiable intangible assets such as in-process
research and development, acquired technology, acquired trademarks and trade
names and acquired workforce, based on their respective fair values.  We
allocated the excess of the purchase cost over the fair value of the net assets
to goodwill.  </P>
<P>The impact of purchase accounting on our operating results over the past four
quarters attributable to our recent significant acquisitions is as follows (in
millions):</P>

<pre>
                                            Quarterly              Annual
                       In-process          Amortization         Amortization
                      Research and         of Purchased         of Purchased
   Entity             Development          Intangibles          Intangibles
-------------         ------------         ------------         ------------

JDS FITEL, Inc.          $210.4               $168.0               $672.0
EPITAXX, Inc.             $16.7                $17.1                $68.2
OCLI                      $84.1                $79.8               $319.1

</pre>


<P>The impact of these mergers and acquisitions as well as other acquisitions
consummated in the past five years resulted in amortization expense of $249.6
million and $607.7 million for the three and nine months ended March 31, 2000.
Additionally, we also incur other purchase accounting related costs and expenses
in the period a particular transaction closes to reflect purchase accounting
adjustments adversely impacting gross profit and costs of integrating new
businesses or curtailing overlapping operations.  Purchase accounting treatment
of our mergers and acquisitions will result in a net loss for the foreseeable
future, which could have a material and adverse effect on the market value of
our stock.</P>
<B><P>Our Stock Price Could Fluctuate Substantially</P></B>
<I><P>The Unpredictability of Our Quarterly Operating Results Could Cause
Our Stock Price to be Volatile or Decline</P></I>
<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 &quot;Risk Factors&quot; 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>



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



<LI>competitive pricing pressures;</LI>



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



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

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

<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>
<LI>the relative proportion of our domestic and international sales;</LI>
<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>
<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
products in these system level products.  The timing of such OEM sales can be
affected by factors beyond our control, such as demand for the OEMs' products
and manufacturing risks experienced by OEMs.  In this regard, we have
experienced rescheduling of orders by customers in each of our markets and may
experience similar rescheduling in the future.  As a result of all of these
factors, our results from operations may vary significantly from quarter to
quarter.  </P>
<P>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 of our
subsidiary, JDS Uniphase Canada Ltd. would likely decline, perhaps
substantially.  </P>
<I><P>Factors Other Than Our Quarterly Results Could Cause Our Stock Price to be
Volatile or Decline</P></I>
<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>
<LI>developments with respect to patents or proprietary rights;</LI>
<LI>governmental regulatory action; and</LI>
<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 our net sales from telecommunications products.  Two customers, Lucent and
Nortel, each accounted for over 10% of our net sales for the quarter ended
March&nbsp;31,&nbsp;2000.  We expect that, for the foreseeable future, sales to
a limited number of customers will continue to account for a high percentage of
our net sales.  Sales to any single customer may vary significantly from quarter
to quarter.  If current customers do not continue to place orders we may not be
able to replace these orders with new orders from new customers.  In the
telecommunications 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 materially harm 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
materially harm 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.
In addition, we currently utilize a sole source for the crystal semiconductor
chip sets incorporated in our solid state microlaser products and acquire our
pump diodes for use in our solid state laser products from Opto Power
Corporation and GEC.  We obtain lithium niobate wafers, gallium arsenide wafers,
specialized fiber components and some lasers used in our telecommunications
products primarily from Crystal Technology, Inc., Fujikura, Ltd., Philips Key
Modules and Sumitomo, respectively.  We do not have long-term or volume purchase
agreements with any of these suppliers (other than for our passive products
supplier described in this paragraph), and these components may not in the
future be available in the quantities required by us, if at all.  </P>
<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.  Some of our employees outside of
North America, particularly in The Netherlands and Germany, are subject to
collective bargaining agreements.  If, in the future, any such employees become
bound by or party to any collective bargaining agreements, then our related
costs and our flexibility with respect to managing our business operations
involving such employees may be materially adversely affected.  </P>
<B><P>Any Failure to Remain Competitive in Our Industry Would Impair Our
Operating Results</P></B>
<I><P>If Our Business Operations are Insufficient to Remain Competitive in
Our Industry, Our Operating Results Could Suffer</P></I>
<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>
<I><P>Fiber optic Component Average Selling Prices Are Declining</P></I>
<P>Prices for telecommunications fiber optic components are generally
declining because of, among other things, increased competition and greater unit
volumes as telecommunications service providers continue to deploy fiber optic
networks.  We 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>
<I><P>If We Fail to Attract and Retain Key Personnel, Our Business Could
Suffer</P></I>
<P>Our future depends, in part, on our ability to attract and retain key
personnel.  Our former Chief Executive Officer resigned on May 17, 2000, and was
replaced by the then Chief Operating Officer, Jozef Straus, who was the former
Chief Executive Officer of JDS FITEL, which merged with Uniphase in 1999.  In
addition, our research and development efforts depend on hiring and retaining
qualified engineers.  Competition for highly skilled engineers is extremely
intense, and we are currently experiencing difficulty in identifying and hiring
qualified engineers in many areas of our business.  We may not be able to hire
and retain such personnel at compensation levels consistent with our existing
compensation and salary structure.  Our future also depends on the continued
contributions of our executive officers and other key management and technical
personnel, each of whom would be difficult to replace.  Continuing uncertainty
resulting from the Uniphase/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 materially harm 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:</P>

<UL>
<LI>Lucent Technologies, Inc./Ortel Corporation; </LI>
<LI>Corning Incorporated/NetOptix Corporation; </LI>
<LI>SDL, Inc./Veritech Microwave, Inc.;</LI>
<LI>Nortel Networks Corp./Xros, Inc.; </LI>
<LI>Nortel Networks Corp./Core Tek, Inc.;</LI>
<LI>Corning Incorporated/NZ Applied Technologies Corp.;</LI>
<LI>Cisco Systems, Inc./ArrowPoint Communications, Inc.; </LI>
<LI>SDL, Inc./Photonic Integration Research, Inc.;</LI>
<LI>Sycamore Networks/Sirocco Systems; and</LI>
<LI>Lucent Technologies, Inc./Chromatis Networks</LI></UL>


<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>We Face Risks Related to Our International Operations and Sales</P></B>
<P>Our customers are located throughout the world. In addition, we have
significant offshore operations, including manufacturing facilities, sales
personnel and customer support operations. Our offshore operations include
facilities in Great Britain, Switzerland, the Netherlands, Germany, Australia
and the People's Republic of China. Our international presence exposes us to
risks not faced by wholly-domestic companies. Specifically, we face the
following risks, among others:</P>

<UL>
<LI>unexpected changes in regulatory requirements;</LI>
<LI>tariffs and other trade barriers;</LI>
<LI>political, legal and economic instability in foreign markets, particularly
in those markets in which we maintain manufacturing and research
facilities;</LI>
<LI>difficulties in staffing and management;</LI>
<LI>language and cultural barriers;</LI>
<LI>seasonal reductions in business activities in the summer months in Europe
and some other countries;</LI>
<LI>integration of foreign operations;</LI>
<LI>longer payment cycles;</LI>
<LI>greater difficulty in accounts receivable collection;</LI>
<LI>currency fluctuations; and</LI>
<LI>potentially adverse tax consequences.</LI></UL>

<P>International sales accounted for approximately 40%, 38% and 32% of
Uniphase's net sales in 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 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
some other overseas markets.  Furthermore, the sales of many of our OEM
customers depend on international sales and consequently further exposes us to
the risks associated with such international sales.  </P>
<B><P>If We Have Insufficient Proprietary Rights or If We Fail to Protect Those
We Have, Our Business Would be Materially Impaired</P></B>
<I><P>We May Not Obtain the Intellectual Property Rights We Require</P></I>
<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, we 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 us where third-party technology was necessary or useful for the
development or production of their products, in the future licenses to third-
party technology may not be available on commercially reasonable terms, if at
all.  Generally, a license, if granted, includes payments by us of up-front
fees, ongoing royalties or a combination thereof.  Such royalty or other terms
could have a significant adverse impact on our operating results.  We are a
licensee of a number of third-party technologies and intellectual property
rights and are required to pay royalties to these third-party licensors on some
of our telecommunications products and laser subsystems.  </P>
<I><P>Our Products May be subject to the Claims that they Infringe the
Intellectual Property Rights of Others</P></I>
<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>
<I><P>Our Intellectual Property Rights May Not Be Adequately Protected</P></I>
<P>Our future depends in part upon our intellectual property, including
trade secrets, know-how and continuing technological innovation.  We currently
hold approximately 630 U.S. patents on products or processes and corresponding
foreign patents and have applications for some patents currently pending.  The
steps taken by us to protect our intellectual property may not adequately
prevent misappropriation or ensure that others will not develop competitive
technologies or products.  Other companies may be investigating or developing
other technologies that are similar to 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 public offering of our common stock and the
private placement in Canada of exchangeable shares of our subsidiary, JDS
Uniphase Canada, Ltd., both completed in August 1999 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 some circumstances could
have the effect of delaying, deferring or preventing a change in control.  Each
outstanding share of our common stock includes one-eighth of a right.  Each
right entitles the registered holder, subject to the terms of the rights
agreement, to purchase from us one unit, equal to one one-thousandth of a share
of Series B Preferred Stock, at a purchase price of $600 per unit, subject to
adjustment, for each share of common stock held by the holder.  The rights are
attached to all certificates representing outstanding shares of our common
stock, and no separate rights certificates have been distributed.  The purchase
price is payable in cash or by certified or bank check or money order payable to
our order.  The description and terms of the rights are set forth in a rights
agreement between us and American Stock Transfer &amp; Trust Company, as rights
agent, dated as of June 22, 1998, as amended from time to time.</P>
<P>Some 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 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>Some 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 some circumstances, publicly-held Delaware
corporations from engaging in business combinations with some stockholders for a
specified period of time without the approval of the holders of substantially
all of 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 some investors might be willing to pay in
the future for shares of our common stock.  Our certificate of incorporation and
bylaws contain provisions relating to the limitations of liability and
indemnification of our directors and officers, dividing our board of directors
into three classes of directors serving three-year terms and providing that our
stockholders can take action only at a duly called annual or special meeting of
stockholders.  These provisions also may have the effect of deterring hostile
takeovers or delaying changes in control or management of us.</P>
<B><P ALIGN="CENTER">USE OF PROCEEDS</P></B>
<P>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>Our subsidiary, JDS Uniphase Canada Ltd., has issued 294,036,313 non-voting
exchangeable shares of its capital stock, each exchangeable share being
exchangeable, at the option of the holder, into one share of our common
stock.  These exchangeable shares have been issued in Canada in connection
with a private placement completed on August 4, 1999, in connection with the
JDS FITEL/Uniphase merger and in connection with several other mergers and
acquisitions, including our merger with E-TEK.  As part of the E-TEK merger,
JDS Uniphase Canada Ltd. issued 880,129 exchangeable shares to the
shareholders of Lundy Technology Co., an indirect wholly-owned subsidiary of
E-TEK.  All shares of our common stock underlying the exchangeable shares,
except for the shares underlying the 880,129 exchangeable shares issued in
connection with the E-TEK merger, have been previously registered with the
SEC.</P>

<p>As of June 15, 2000, 183,050,504 shares of our common stock have not been
issued in exchange for exchangeable shares.  In this prospectus, we are
registering an aggregate of 183,930,633 shares of common stock, representing
880,129 shares of common stock underlying the exchangeable shares issued in
connection with the E-TEK merger, as well as the 183,050,504 shares of
common stock which we previously registered with the SEC.  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>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 consolidated financial statements of E-TEK
Dynamics, Inc. as of June 30, 1998 and 1999, and for each of the three years in
the period ended June 30, 1999, incorporated by reference herein have been
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on their authority as experts in auditing and
accounting.  </P>

<P>The financial statements of Electrophotonics as of April 30, 1999 and
July 31, 1998 and for the nine-month period ended, April 30, 1999 and the year
ended July 31, 1998 incorporated by reference herein have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, chartered accountants,
given on their authority as experts in auditing and accounting.</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
chartered accountants auditors, as set forth in their reports therein or
incorporated by references 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, 1999 and 1998 and for each of the
three years in the period ended October 31, 1999, except for Flex Products,
Inc., a consolidated subsidiary for the year ended October 31, 1997, have been
audited by Deloitte &amp; Touche LLP, independent auditors.  The financial
statements of Flex Products, Inc., for the year ended November 2, 1997, have
been audited by KPMG LLP, as stated in their report.  The financial statements
of OCLI and its consolidated subsidiaries as of October 31, 1999 and 1998 and
for each of the three years in the period ended October 31, 1999 are
incorporated by reference from JDS Uniphase's Current Report on Amendment No. 3
to Form 8-K/A dated May 31, 2000.  Such consolidated financial statements are
incorporated by reference herein in reliance upon the reports of Deloitte &amp;
Touche LLP and KPMG LLP, given upon their authority as experts in accounting and
auditing.</P>
<B><P ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION</P></B>
<P>This prospectus includes information that has not been delivered or
presented to you but is &quot;incorporated by reference,&quot; which means that
we disclose information to you by referring you to another document filed
separately with the SEC.  The information incorporated by reference is
considered a part of this prospectus, except for any information superseded by
information provided in this prospectus.  This prospectus incorporates by
reference the documents listed below, which contain important information.  </P>
<P>We are also incorporating by reference any additional documents that we file
with the SEC as required by the Securities Exchange Act of 1934 after the date
of this prospectus and prior to the termination of the offering made by this
prospectus. </P>
<P>The following documents, which we have filed with the SEC, are incorporated
by reference into this prospectus: </P>



<UL>
<LI>JDS Uniphase's Annual Report on Form 10-K/A for the fiscal year ended June
30, 1999; </LI>
<LI>JDS Uniphase's Annual Report on Form 10-K for the fiscal year ended June 30,
1999; </LI>
<LI>JDS Uniphase's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; </LI>
<LI>JDS Uniphase's Quarterly Report on Form 10-Q for the quarter ended December
31, 1999; </LI>
<LI>JDS Uniphase's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999; </LI>
<LI>JDS Uniphase's Current Report on Amendment No. 3 to Form 8-K/A filed on May
31, 2000;</LI>
<LI>JDS Uniphase's Current Report on Amendment No. 2 to Form 8-K/A filed on May
22, 2000; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on February 17, 2000; </LI>
<LI>JDS Uniphase's Current Report on Amendment No. 1 to Form 8-K/A filed on
February 10, 2000; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on January 28, 2000; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on January 18, 2000; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K/A filed on November 30, 1999;
</LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on November 5, 1999; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K/A filed on November 3, 1999; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on October 4, 1999; </LI>
<LI>JDS Uniphase's Current Report on Form 8-K filed on July 12, 1999; and </LI>
<LI>the description of JDS Uniphase common stock contained in JDS Uniphase's
Registration Statement on Form 8-A filed on November 15, 1993, and any amendment
or report filed for the purpose of updating such description.</LI></UL>


<B><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. </P></B>
<P>You can obtain copies of the documents and information incorporated by
reference into this prospectus from us upon request, without charge, not
including exhibits to documents, unless those exhibits are specifically
incorporated by reference into this prospectus.  Any person can make a request
for information orally or in writing. </P>
<DIR>
<B><P>Requests for documents should be directed to: </P></B>
<P>JDS Uniphase Corporation <BR>
163 Baypointe Parkway<BR>
San Jose, California 95134 <BR>
Attention: Investor Relations (408) 434-1800<BR>
</DIR>
<P>We file reports, proxy statements and other information with the SEC.  Copies
of our reports, proxy statements and other information may be inspected and
copied at the public reference facilities maintained by the SEC at: </P>


<pre>

Judiciary Plaza             Citicorp Center             Seven World Trade Center
Room 1024                   500 West Madison Street     13th Floor
450 Fifth Street, N.W.      Suite 1400                  New York, New York 10048
Washington, D.C. 20549      Chicago, Illinois 60661

</pre>


<P>Reports, proxy statements and other information concerning us may also be
inspected at: </P>

<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">
The National Association of Securities Dealers, Inc.<BR>
1735 K Street, N.W.<BR>
Washington, D.C. 20006</P>
<P>You can also obtain copies of these materials by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the SEC at (800) SEC-0330.  The SEC
maintains a Web site that contains reports, proxy statements and other
information regarding JDS Uniphase at http://www.sec.gov.  We have filed a
registration statement on Form S-3 under the Securities Act with the SEC with
respect to our common stock to be issued under this prospectus.  This prospectus
is filed as part of the registration statement.  This prospectus does not
contain all of the information set forth in the registration statement because
parts of the registration statement are omitted in accordance with the rules and
regulations of the SEC.  The registration statement and its exhibits are
available for inspection and copying as described above.  </P>
<P>If you have any questions about the offering, please call JDS Uniphase
Investor Relations at (408) 434-1800. </P>
<br>
<br>
<HR align=left SIZE=2 width="100%">

<br>
<br>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION NOT REQUIRED IN PROSPECTUS</P></b>
<br>
<P>ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</P>
<P>The following table sets forth the estimated fees and expenses payable by JDS
Uniphase in connection with the issuance and distribution of the common stock
registered hereby.  All of such fees and expenses are estimates, except the
securities act registration fee.  </P>

<DIR>
<PRE>
Securities Act Registration Fee.........................     $24,700.00
Printing and duplicating fees...........................      10,000.00
Legal fees and expenses.................................      10,000.00
Accounting fees and expenses............................      30,000.00
Miscellaneous expenses..................................       5,000.00
                                                          --------------
     *Total.............................................     $79,700.00
                                                          ==============
</PRE>
</DIR>

<P>ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;  Section 145(a) of the General Corporation Law of the State of
Delaware (&quot;Delaware Corporation Law&quot;) provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
because the person is or was a director or officer of the corporation. Such
indemnity may be against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and if, with respect to any criminal
action or proceeding, the person did not have reasonable cause to believe the
person's conduct was unlawful. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;  Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;  Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of the law. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;  Article 8 of the Registrant's Amended and Restated Certificate of
Incorporation (incorporated by reference herein) provides for indemnification of
directors, officers and other persons as follows: </P>

<P>&nbsp;&nbsp;  8.1  <I>Limitation of Directors' Liability</I>. A director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the General Corporation Law of the State of Delaware, or (d) for
any transaction from which the director derived any improper personal benefit.
</P>

<P>&nbsp;&nbsp;  8.2  <I>Indemnification of Corporate Agents</I>.  To the fullest extent
permitted by applicable law, the Corporation is also authorized to provide
indemnification of (and advancement of expenses to) such agents (and any other
persons to which Delaware law permits this corporation to provide
indemnification) through Bylaw provisions, agreements with such agents or other
persons, vote of stockholders or disinterested directors or otherwise, in excess
of the indemnification and advancement otherwise permitted by Section 145 of the
General Corporation Law of the State of Delaware, subject only to limits created
by applicable Delaware law (statutory or non-statutory), with respect to actions
for breach of duty to the Corporation, its stockholders, and others. </P>

<P>&nbsp;&nbsp;  8.3  <I>Repeal or Modification</I>. Any repeal or modification of the
foregoing provisions of this Article 8 shall not adversely affect any right of
indemnification or limitation of liability of an agent of the Corporation
relating to the acts or omissions occurring prior to such repeal or
modification. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;  Article IX of the Registrant's By-Laws (incorporated by reference
herein)provides that: </P>

<P>SECTION 1.  <I>Right to Indemnification</I>. </P>

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

<P>SECTION 2.  <I>Authority to Advance Expenses</I>. </P>

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

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

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

<P>SECTION 4.  <I>Provisions Nonexclusive</I>. </P>

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

<P>SECTION 5.  <I>Authority to Insure</I>. </P>

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

<P>SECTION 6.  <I>Survival of Rights</I>. </P>

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

<P>SECTION 7.  <I>Settlement of Claims</I>. </P>

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

<P>SECTION 8.  <I>Effect of Amendment</I>. </P>

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

<P>SECTION 9.  <I>Subrogation</I>. </P>

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

<P>SECTION 10.  <I>No Duplication of Payments</I>. </P>

<P>&#9;&#9;The corporation shall not be liable under this Article to make any
payment in connection with any claim made against the Agent to the extent the
Agent has otherwise actually received payment (under any insurance policy,
agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
</P>

<P>&#9;&#9;The directors and officers of the Registrant are covered by a policy
of liability insurance indemnifying them against certain liabilities, including
liabilities arising under the Securities Act, which might be incurred by them in
their capacities as directors and officers. </P>

<P>&#9;&#9;See also the undertakings set out in item 17 herein.</P>
<P>ITEM 16. EXHIBITS</P>
<P>&nbsp;&nbsp;&nbsp;  See Exhibit Index. </P>
<P>ITEM 17. UNDERTAKINGS</P>
<P>The undersigned Registrant hereby undertakes:</P><DIR>


<P>(1)&#9;To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</P><DIR>
<DIR>

<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high end of the estimated
maximum offering price may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the &quot;Calculation of Registration Fee&quot;
table in the effective registration statement; and</P>
<P>(iii)&#9;To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; </P></DIR>
</DIR>

<I><P>provided, however,</I> that subparagraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.</P>
<P>(2)&#9;That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</P>
<P>(3)&#9;To remove from registration by means of a post-effective amendment any
of these securities being registered which remain unsold at the termination of
the offering.</P></DIR>


<P>The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual reports pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, when applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>The undersigned Registrant hereby further undertakes that:</P>

<DIR>
<P>(1)&#9;For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance under Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.</P>
<P>(2)&#9;For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.</P></DIR>
</DIR>

<P>Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.</P>

<br>
<br>

<HR align=left SIZE=2 width="100%">
<br>
<br>
<B><P ALIGN="CENTER">SIGNATURES</P></b>
<P>Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California on June&nbsp;15,
2000.</P>

<pre>
                                                JDS UNIPHASE CORPORATION

                                                By:    /s/ JOZEF STRAUS, PH.D.

                                                  ------------------------------------
                                                           JOZEF STRAUS, PH.D.
                                                      Chief Executive Officer
                                                      and Co-Chairman of the Board
</pre>

<P>&#9;&#9;KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Josef
Straus, Ph.D. and Anthony R. Muller, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-3 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.</P>

<P>Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated:</P>

<pre>

         Signature                           Title                       Date
----------------------------  ------------------------------------  ---------------

  /s/ JOZEF STRAUS, PH.D      Chief Executive Officer, Co-Chairman   June 15, 2000
----------------------------  of the Board of Directors (Principal
  Jozef Straus, Ph.D          Executive Officer)

  /s/ MARTIN KAPLAN           Co-Chairman of the Board of Directors  June 15, 2000
----------------------------
  Martin Kaplan


  /s/ ANTHONY R. MULLER       Executive Vice President,              June 15, 2000
----------------------------  Chief Financial Officer and
  Anthony R. Muller           Secretary (Principal Financial
                              and Accounting Officer)

  /s/ BRUCE D. DAY            Director                               June 15, 2000
----------------------------
  Bruce D. Day

  /s/ PETER A. GUGLIELMI      Director                               June 15, 2000
----------------------------
  Peter A. Guglielmi

  /s/ ROBERT E. ENOS          Director                               June 15, 2000
----------------------------
  Robert E. Enos

  /s/ JOHN A. MACNAUGHTON     Director                               June 15, 2000
----------------------------
  John A. MacNaughton

  /s/ WILSON SIBBETT, PH.D    Director                               June 15, 2000
----------------------------
  Wilson Sibbett, Ph.D.

  /s/ CASIMIR S. SKRZYPCZAK   Director                               June 15, 2000
----------------------------
  Casimir S. Skrzypczak

  /s/ WILLIAM J. SINCLAIR     Director                               June 15, 2000
----------------------------
  William J. Sinclair


</pre>

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

<B><P ALIGN="CENTER">EXHIBIT INDEX</P></b>
<dir><P>Exhibit</P></dir>
<dir>
<U><P>Number</U>&nbsp;&nbsp;&nbsp;&nbsp;   <U>Description</P></u>
<P>&nbsp;&nbsp;&nbsp;&nbsp; 5.1&nbsp;&nbsp;&nbsp;&nbsp;  Opinion of Counsel</P>
<P>&nbsp;&nbsp; 23.1&nbsp;&nbsp;&nbsp;&nbsp;  Consent of Counsel (included in Exhibit 5.1)</P>
<P>&nbsp;&nbsp; 23.2&nbsp;&nbsp;&nbsp;&nbsp;  Consent of Ernst &amp; Young LLP, independent
auditors</P>
<P>&nbsp;&nbsp; 23.3&nbsp;&nbsp;&nbsp;&nbsp;  Consent of PricewaterhouseCoopers LLP, independent
auditors</P>
<P>&nbsp;&nbsp; 23.4&nbsp;&nbsp;&nbsp;&nbsp;  Consent of Deloitte &amp; Touche LLP,
independent auditors</P>
<P>&nbsp;&nbsp; 23.5&nbsp;&nbsp;&nbsp;&nbsp;  Consent of KPMG LLP, independent auditors</P>
<P>&nbsp;&nbsp; 23.6&nbsp;&nbsp;&nbsp;&nbsp;  Consent of PricewaterhouseCoopers LLP, independent
accountants</P>

<P>&nbsp;&nbsp; 23.7&nbsp;&nbsp;&nbsp;&nbsp;  Consent of PricewaterhouseCoopers LLP, independent
chartered accountants</P>
<P>&nbsp;&nbsp; 24.1&nbsp;&nbsp;&nbsp;&nbsp;  Power of Attorney (see page II-6 of this
Registration Statement)</P>
</dir>
<br>
<HR WIDTH="85%">
<br>
</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.htm
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>

<HTML>
<head>
<TITLE>Opinion</TITLE>
</head>
<body bgcolor=white>


<P ALIGN="RIGHT">EXHIBIT 5.1</P>
<P ALIGN="RIGHT"></P>
<B><P ALIGN="CENTER">OPINION OF COUNSEL</P></B>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">June 15, 2000</P>
<P ALIGN="CENTER"></P>
<P>Ladies and Gentlemen:</P>

<P>&#9;&#9;I have examined the Registration Statement on Form S-3 filed by JDS
Uniphase Corporation, a Delaware corporation (the &quot;Company&quot;), with the
Securities and Exchange Commission on June 15, 2000 (the &quot;Registration
Statement&quot;) relating to the registration under the Securities Act of 1933,
as amended, of up to 183,930,633 shares (the &quot;Shares&quot;) of the
Company's common stock, $.001 par value per share (the &quot;Stock&quot;).  As
counsel to the Company, I have examined the proceedings taken by the Company in
connection with the registration of the shares of the Stock.  It is my opinion
that, when issued, the shares of Stock that may be sold pursuant to the
Registration Statement will be legally and validly issued, fully paid and non-
assessable.  I consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to this opinion in
the Registration Statement, the prospectus constituting a part thereof and any
amendments thereto.</P>

<P ALIGN="center">&#9;Very truly yours,<br>

/s/ Christopher S. Dewees<br>
<br>
Corporate Counsel</P>

<br>
<HR WIDTH="85%">
<br>
</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>0003.htm
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<HTML>
<head>
<TITLE>Consent</TITLE>
</head>
<body bgcolor=white>
<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="RIGHT">EXHIBIT 23.2</P>
<B><P ALIGN="CENTER">CONSENT OF ERNST &amp; YOUNG LLP, INDEPENDENT AUDITORS</P>
</B><P ALIGN="CENTER"></P>
<P>We consent to the reference to our firm under the caption &quot;Experts&quot;
in the Registration Statement (Form S-3) and related Prospectus of JDS Uniphase
Corporation for the registration of 183,930,633 shares of its common stock and
to the incorporation by reference therein of our report dated July 23, 1999
(except Note 13, as to which the date is August 25, 1999), with respect to the
consolidated financial statements and schedule of JDS Uniphase Corporation
included in its Annual Report (Form 10-K/A) for the year ended June 30, 1999,
filed with the Securities and Exchange Commission.</P>

<P ALIGN="left"><dir>/s/&#9;Ernst &amp; Young LLP</dir>

San Jose, California<BR>
June 13, 2000</P>

<br>
<HR WIDTH="85%">
<br>
</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>4
<FILENAME>0004.htm
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<HTML>
<head>
<TITLE>Consent</TITLE>
</head>
<body bgcolor=white>

<P ALIGN="RIGHT"></P>
<P ALIGN="RIGHT">EXHIBIT 23.3</P>

<P>SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON D.C.<BR>
UNITED STATES OF AMERICA<BR>
20549<BR>
<P ALIGN="RIGHT"></P>
<B><P ALIGN="CENTER">CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT
AUDITORS</P>
</B><P ALIGN="CENTER"></P>
<P>We hereby consent to the incorporation by reference in this Registration
Statement Form S-3 and related Prospectus of JDS Uniphase Corporation for the
Registration of 183,930,633 shares of its common stock of our report dated
July 5, 1999 with respect to the consolidated financial statements of JDS FITEL
Inc., contained in JDS Uniphase's Report on Form 8-K/A dated November 4, 1999
for the year ended May 31, 1999, filed with the Securities and Exchange
Commission.</P>

<P>/s/ PricewaterhouseCoopers LLP</P>
<P> </P>
<P>Chartered Accountants<BR>
Ottawa, Ontario<BR>
June 13, 2000</P>

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<HR WIDTH="85%">
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</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>5
<FILENAME>0005.htm
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>

<HTML>
<head>
<TITLE>Consent</TITLE>
</head>
<body bgcolor=white>

<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="RIGHT">EXHIBIT 23.4</P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">CONSENT OF DELOITTE &amp; TOUCHE LLP, INDEPENDENT AUDITORS</P>
</B><P>We consent to the incorporation by reference in this Registration
Statement of JDS Uniphase Corporation on Form S-3 of our report dated December
15, 1999 on 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 the
Current Report on Amendment No. 3 to Form 8-K/A of JDS Uniphase Corporation
filed on May 31, 2000.  </P>
<P>We also consent to the reference to us under the heading &quot;Experts&quot;
in the Prospectus, which is a part of this Registration Statement.</P>

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

<P>June&nbsp;13, 2000<br>
San Jose, California</p>

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</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>6
<FILENAME>0006.htm
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>


<HTML>
<head>
<TITLE>Consent</TITLE>
</head>
<body bgcolor=white>

<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="RIGHT">EXHIBIT 23.5</P>
<P ALIGN="RIGHT"></P>
<B><P ALIGN="CENTER">CONSENT OF KPMG LLP, INDEPENDENT AUDITORS</P>
</B>
<P>We consent to the incorporation by reference in the Registration Statement on
Form S-3 of JDS Uniphase Corporation 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 Form 10-K of Optical Coating Laboratory, Inc., which is
incorporated by reference in the Current Report on Amendment No. 3 to Form 8-K/A
of JDS Uniphase Corporation filed on May 31, 2000, and to the reference to us
under the heading &quot;Experts&quot; in the prospectus.</P>

<P>/s/ KPMG LLP</P>
<P>San Francisco, California<br>
June&nbsp;13, 2000</p>

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<br>
</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.6
<SEQUENCE>7
<FILENAME>0007.htm
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>


<HTML>
<head>
<TITLE>Consent</TITLE>
</head>
<body bgcolor=white>

<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="RIGHT">EXHIBIT 23.6</P>
<P ALIGN="RIGHT"></P>
<B><P ALIGN="CENTER">CONSENT OF INDEPENDENT ACCOUNTANTS</P>
</B>
<P>&#9;&#9;We hereby consent to the incorporation by reference in this
Registration Statement of JDS Uniphase Corporation on Form S-3 of our report
dated July 20, 1999, except as to Note 14, which is as of July 27, 1999,
relating to the financial statements of E-TEK Dynamics, Inc. (&quot;E-TEK&quot;)
as of June 30, 1998 and 1999 and for each of the three years in the period ended
June 30, 1999, which report appears in E-TEK's Annual Report on Form 10-K for
the fiscal year ended June 30, 1999.  We also consent to the reference to us
under the heading &quot;Experts&quot; in such Registration Statement. </P>

<P>/s/ PricewaterhouseCoopers LLP </P>

<P>San Jose, California <br>
June 12, 2000</p>

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</body>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.7
<SEQUENCE>8
<FILENAME>0008.htm
<DESCRIPTION>CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
<TEXT>


<HTML>
<head>
<TITLE>Consent</TITLE>
</head>
<body bgcolor=white>

<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="RIGHT">EXHIBIT 23.7</P>
<P ALIGN="RIGHT"></P>
<B><P ALIGN="CENTER">CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS</P>
</B>
<P>&#9;&#9;We hereby consent to the incorporation by reference in this
Registration Statement of JDS Uniphase Corporation on Form S-3 of our report
dated July 21, 1999 (except for note 12(c) which is as of July 23, 1999), with
respect to the financial statements of E-Tek Electrophotonics Solutions
Corporation as of April 30, 1999 and July 31, 1998 and for the nine month period
ended April 30, 1999 and for the year ended July 31, 1998, which report appears
in the Current Report on Form 8-K/A of E-Tek Dynamics, Inc. filed on July 30,
1999.  We also consent to the reference to us under the heading
&quot;Experts&quot; in said Registration Statement. </P>

<P>/s/ PricewaterhouseCoopers LLP </P>

<P>Chartered Accountants<br>
Toronto, Canada <br>
June 12, 2000</p>

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