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Response Letter

 JDS Uniphase Corporation

 1768 Automation Parkway

 San Jose, CA 95131

 (408) 546-5000

 December 22, 2005

 Mr. Jay Webb

 Reviewing Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 Judiciary Plaza

 701 First Street NE

 Washington, D.C. 20549

Re:

Comment Letter dated December 7, 2005 (fax received December 8, 2005)

Via:

Edgar filing

 Dear
Mr. Webb:

 This letter responds to the above referenced
letter to Mr. David Vellequette, Senior Vice President and Chief Financial Officer of JDS Uniphase Corporation (the “Company”), regarding the Company’s Annual Report on Form 10-K for year ended June 30, 2005 with the
Securities and Exchange Commission (the “Commission”). We have attached responses to the comments to this letter. With this letter, we acknowledge that

 1. The Company is responsible for the adequacy and accuracy of the disclosure in our filings

 2. The Commission comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

 3. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 We wish to cooperate in this matter. Please
contact me should you have any further questions, comments, or concerns.

 Sincerely,

 Dave Vellequette

 Senior Vice President and Chief Financial Officer

 Attachment: Responses to comment letter date
December 7, 2005

 Page Two

Re:

JDS Uniphase Corporation

Form 10-K for the year ended June 30, 2005

Filed September 30, 2005

File No. 0-22874

 Dear
Mr. Webb:

 This letter responds to your
comment letter dated December 7, 2005, to Mr. David Vellequette, Senior Vice President and Chief Financial Officer of JDS Uniphase Corporation (the “Company”), regarding the above referenced filing with the Securities and
Exchange Commission (the “Commission”). The Commission’s comments and the Company’s response to each of the items included in the comment are presented below.

 Form 10-K for the period ending June 30, 2005

 Report of Independent Registered Public Accounting Firm, page 61

 Commission comment: We refer to the material
weaknesses disclosed herein that resulted in significant adjustments in the fourth quarter of your fiscal 2005 financial statements. For each of the following listed areas below, please provide us with detailed explanations of the reasons for each
individual fourth quarter adjustments, tell us why you believe the adjustments were recorded in the proper period and quantify the effect each adjustment had on your financial statement line items in the fourth quarter. Also, please tell us why none
of your historical financial statements were restated for the referenced adjustments made to the following items or financial statements in your fourth quarter:

1.
Goodwill impairment expense

2.
Foreign currency translation

3.
Restructuring accruals

4.
Investments

5.
Inventory and cost of goods sold

6.
Stock based compensation

7.
Revenue

8.
Statement of Cash Flows

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 Company Response:

 Please note that the adjustments referred to in the Comment Letter were made after we initially closed our books in preparing our fiscal 2005 financial statements and
were identified and recorded during the external audit and subsequent review process leading up to the finalization of the Company’s Annual Report on Form 10-K as of and for the year ended June 30, 2005. The adjustments were also recorded
in accordance with the Company’s Significant Accounting Policies as disclosed in Note 1 to our consolidated financial statements.

 The adjustment you inquired about and our responses are as follows:

1.
Goodwill impairment expense

 In the fourth quarter of the fiscal year ended June 30, 2005, as part of the annual impairment test under FASB Statement No. 142, “Goodwill
and Other Intangible Assets,” one of the Company’s reporting units failed Step 1 of the annual impairment test which is performed each year in May. During the course of the audit, it was determined that certain corporate assets and
liabilities were inappropriately allocated to the reporting units. The Company corrected the corporate allocations to all reporting units, revised the Step 1 and Step 2 calculations, resulting in a reduction to the original amount by $23.0 million
which was recorded. The effect of this adjustment on the Company’s financial statement line items was to increase the balance of Goodwill in the Company’s Consolidated Balance Sheet as of June 30, 2005 by $23.0 million to the reported
balance of $190.2 million and decrease the Reduction of Goodwill expense in the Company’s Consolidated Statement of Operations for the year ended June 30, 2005 by $23.0 million to the reported amount of $53.7 million. Accordingly, the
adjustment was recorded in the proper period and had no prior period impact.

2.
Foreign currency translation

 It was determined through the course of the fiscal 2005 audit that accumulated foreign currency translation amounts totaling $16.9 million related to
foreign subsidiaries that had been substantially liquidated in prior periods needed to be expensed in accordance with FASB Statement No. 52, “Foreign Currency Translation.” The substantial liquidation events for these entities
occurred primarily during the first half of fiscal 2005, as well as during our 2004, 2003 and 2002 fiscal years. The out of period adjustment to write off the related foreign currency amounts (CTA) was disclosed in Note 23 - Quarterly Financial
Information (Unaudited) Footnote (4) page 121 of the Company’s Annual Report on Form 10-K for the period ending June 30, 2005. The effect of this adjustment on the Company’s financial statement line items was to decrease
Accumulated Other Comprehensive Loss in the Consolidated Statements of Stockholders’ Equity and increase Interest and Other Expense in the Consolidated Statement of

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 Operations for the quarter and year ended June 30, 2005 by $16.9 million. Although portions of this adjustment related to prior periods, we concluded
that it was appropriate to record the total adjustment in the fourth quarter of fiscal 2005. Our quantitative and qualitative assessment of the impact on prior periods is explained in the separate “Prior Period Analysis” section below.

3.
Restructuring accruals

 It was determined as a result of the external audit and our quarterly review that errors existed within the initial analysis of certain restructuring
costs incurred in the fourth quarter of fiscal 2005, related to sublease income and expense assumptions. The errors in the analysis were identified within the same quarter that they occurred (i.e., the fourth quarter). The identification of the
errors resulted in offsetting adjustments in the amounts of $0.4 million (constituting additional expense accruals) and $0.4 million (constituting reversal of initial accruals). The net effect of $20,000 on the Company’s financial statement
line items was to increase the balance of Restructuring Accrual on the Company’s Consolidated Balance Sheet as of June 30, 2005 and increase Restructuring Charges expense in the Company’s Consolidated Statement of Operations for the
quarter and year ended June 30, 2005 by $20,000. Accordingly, the adjustment was recorded in the correct period and had no prior period impact.

4.
Investments

 During the second quarter of fiscal 2002, the Company’s pro rata share of net loss in its equity method investee, ADVA Optical Networking
(“ADVA”), exceeded the carrying amount of the Company’s investment in ADVA. As a result, the Company wrote off the entire investment in ADVA in that quarter. Concurrently, we discontinued applying the equity method of accounting as
the Company had no commitment to provide additional funding to ADVA. During the fourth quarter of fiscal 2005, as a result of the external audit, it was determined that the pro rata share of ADVA’s accumulated net income reached the point of
exceeding the Company’s pro rata share of ADVA’s net loss for the period the equity method was suspended. Therefore, the equity method was re-instated and the investment’s carrying value of was increased by $0.3 million. Since the
triggering point for the Company to recognize an increase in the carrying value occurred in the fourth quarter, the adjustment was recorded in the proper period and had no prior period impact. This was disclosed under Note 4, Investments on page 81
of the Company’s Annual Report on Form 10-K for period ended June 30, 2005.

 Additionally, the Company has historically valued its year-end short term investment portfolio using market values as of one day prior to our period-end. In the valuation conducted for the fourth quarter of fiscal
2005, this one day difference was identified and adjusted. The effect on our financial statement line items was to increase Short-Term Investments on the Company’s Consolidated

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 Balance Sheet as of June 30, 2005 and the Consolidated Statements of Stockholders’ Equity for the year ended June 30, 2005 by $0.4 million.
The adjustment was recorded in the correct period and had no prior period impact. In addition, we also modified our valuation procedures such that the valuation now includes the last day of each reporting period.

5.
Inventory and cost of goods sold

 During the fourth quarter of fiscal 2005, the Company did not initially identify certain inventory that had a net realizable value less than its current
carrying value. During the course of the external audit, an adjustment of $0.5 million to record a reduction in carrying value was identified for this inventory and recorded in the fourth quarter based on changes in the business and forecasted
demand levels occurring within the quarter. The effect of the adjustment on the Company’s financial statement line items was to decrease Inventory on the Company’s Consolidated Balance Sheet as of June 30, 2005 and increase the Cost
of Sales in the Company’s Consolidated Statement of Operations for the quarter and year ended June 30, 2005 by $0.5 million. Accordingly, the adjustment was recorded in the correct period and had no prior period impact.

6.
Stock based compensation

 Certain of the Company’s restricted stock unit grants issued in the fourth quarter of fiscal 2005 were not initially included in the Accounting
Principal Board Statement No. 25, Accounting for Stock Issued to Employees, (“APB 25”) analysis, conducted with respect to fourth quarter activities. This was corrected as a result of the external audit. The effect of the
adjustment was to increase Deferred Compensation in the Company’s Consolidated Statements of Stockholders’ Equity by $0.3 million for the year ended June 30, 2005, and increase related amortization expenses by $9,000 in Operating
Expenses, Primarily in, Selling, General and Administrative in the Company’s Consolidated Statement of Operations for the fourth quarter and year ended June 30, 2005 . Since the restricted stock unit grants were made in the fourth quarter
of fiscal 2005, these adjustments were recorded in the correct period and had no prior period impact.

 Additionally, the Company determined that restricted stock units of 430,224 shares granted from February 2004 to November 2004 had not been properly
accounted for in accordance with APB 25. The Company recorded a related compensation expense adjustment in the fourth quarter of fiscal 2005. The effect of the adjustment was to increase Deferred Compensation in the Company’s Consolidated
Statements of Stockholders’ Equity by $1.4 million for the year ended June 30, 2005, and increase related amortization expenses by $0.2 million in Operating Expenses, Primarily in, Selling, General and Administrative in the Company’s
Consolidated Statement of Operations for the fourth quarter and year ended June 30, 2005. Of this total amount, $8,000 was related to fiscal year 2004.

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 Although a portion of this adjustment relates to prior periods, the Company concluded that it was appropriate to record the total adjustment in the fourth
quarter of fiscal 2005. Our quantitative and qualitative assessment of the impact on prior periods is explained in the separate “Prior Period Analysis” section below.

7.
Revenue

 As a result of the external audit, the Company revised its accrual for deferred revenue. The Company reversed portions of its deferred revenue
accrual by $0.7 million and then recorded a deferral for two specific shipments totaling $1.1 million that were determined to be in-transit at the end of the June 30, 2005 quarter. The net effect of the resulting adjustments on the
Company’s financial statement line items as of and for the year ended June 30, 2005 was to decrease the balance of Accounts Receivable on the Company’s Consolidated Balance Sheet and Net Revenue in the Company’s Consolidated
Statement of Operations by $0.4 million and increase Inventories on the Company’s Consolidated Balance Sheet and Cost of Sales in the Company’s Consolidated Statement of Operations by $0.3 million. The adjustment was recorded in the
correct period and had no prior period impact.

8.
Statements of Cash Flows

 It was determined as a result of the external audit that certain non cash charges related to our Available-for-Sale Investments were being incorrectly
netted in the line item Sales of Available-for-Sale Investments in the Investing Activities section of the Company’s Consolidated Statement of Cash Flows. As a result, the Company reduced the Sales of Available for Sale Investments line item
and increased Non Cash Charges in Short Term Investment line item in the Operating Activities section by $10.8 million in the Consolidated Statement of Cash Flows for the year ended, June 30, 2005. For consistency, the Company similarly
reclassified these line items for 2004 and 2003 fiscal year ends in the amounts of $9.0 million and $10.5 million, respectively, in the Company’s Consolidated Statement of Cash Flows. This reclassification decreased the Company’s Net Cash
Used in Operating Activities from $150.7 million to $140.9 million, from $135.2 million to $126.2 million, and from $220.0 million to $209.5 million, in our fiscal years 2005, 2004 and 2003, respectively. Based on (a) the insignificance of the
adjustment amounts compared with the size of the Company’s overall Cash and Cash Equivalents and Short Term Investment balances of $1,304.5 million, $1,558.7 million, and $1.234.1 million for fiscal years 2005, 2004, and 2003 respectively, and
(b) that during each of those years the Company experienced consecutive net losses, we determined that these reclassifications would not be significant. Therefore, we do not believe that restatement of prior period financial statements is
required for this matter.

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 Prior Period Analysis:

 As noted above, the adjustments for Goodwill impairment expense (#1), Restructuring accruals (#3), Inventory and cost of goods sold (#5) and Revenue (#7)
were recorded in the correct period and had no prior period impact.

 Also, please note the above analysis of reclassifications made in the Company’s Consolidated Statements of Cash Flows (#8) and our conclusion that restatement of prior period financial statements for reclassifications made to 2004 and
2005 balances is not warranted.

 With respect to prior period
amounts related to the Foreign Currency Translation (#2), Investments (#4) and Stock Based Compensation (#6) items explained above, we considered whether it was appropriate to restate previously issued financial statements. Our assessment included
an analysis of the potential effect of the prior period related amounts on our previously reported financial positions and results of operations, based on quantitative and qualitative considerations in accor