SecProbe.io

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Mail Stop 0306

February 1, 2005

Via Facsimile and U.S. Mail

Mr. Ronald C. Foster
Executive Vice President and Chief Financial Officer
JDS Uniphase Corporation
1768 Automation Parkway
San Jose, California 95131

	Re:	JDS Uniphase Corporation
		Form 10-K for the year ended June 30, 2004
      Filed September 16, 2004
		Form 8-K dated January 26, 2005
Response Letter dated December 30, 2004
      File No. 000-22874

Dear Mr. Foster:

      We have reviewed the above documents and have the following
additional comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  Where indicated, we think you should
revise future documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
possible in your explanations.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K dated January 26, 2005

1. We note your response to prior comment 9, which addressed
presenting non-GAAP financial measures in the form of a non-GAAP
condensed consolidated statement of operations.  We do not believe
that the presentation of a non-GAAP statement of operations is
appropriate unless all disclosures required by Item 10(e)(1)(i) of
Regulation S-K are included for each separate non-GAAP measure.
Please delete this presentation from all future Form 8-K`s.
As indicated in our previous comment, if you continue to present
non-
GAAP information, note that Item 12 of Form 8-K requires that
disclosures "furnished" to the Commission include information that
complies with the disclosure requirements of paragraph (e)(1)(i)
of
Item 10 of Regulation S-K.  Accordingly, we would expect to see
the
required reconciliation for each non-GAAP measure and a statement
disclosing the reasons why management believes the presentation of
the non-GAAP financial measure provides useful information to
investors regarding your financial condition and results of
operations.  Those disclosures should be specific and substantive
in
nature. Please confirm that you will revise your Form 8-K`s in
future
periods to provide all disclosures required by Item 10(e)(1)(i)
for
each non-GAAP measure presented, and provide us with a sample of
your
proposed disclosure.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  When sending supplemental information
regarding this filing, please include the following ZIP+4 code in
our
address: 20549-0306.  Please understand that we may have
additional
comments after reviewing your responses to our comments

      You may contact Lynn Dicker, Staff Accountant, at (202) 824-
5264 or me at (202) 942-1931 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Brian Cascio, Accounting Branch Chief, at
(202) 942-1791.

							Sincerely,

							Angela J. Crane
							Reviewing Accountant
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Mr. Ronald C. Foster
JDS Uniphase Corporation
February 1, 2005
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