SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Uniphase Corporation
(Name of Issuer)
Common Stock $.001 Par Value
(Title of Class Securities)
909149106
(CUSIP Number)
Check the following box if a fee is being paid with this statement
. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosure provided in a
prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to
all other provisions of the Act (However, see the Notes).
(1)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No. 909149106
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
Kopp Investment Advisors, Inc.
I.D. No. 41-1663810
2) Check the appropriate box if a Member of a Group
(See Instructions)
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization:
Minnesota
Number of shares 5) Sole Voting Power: 211,200
Beneficially Owned
by Each Reporting
Person With:
6) Shared Voting Power:
7) Sole Dispositive Power:
8) Shared Dispositive Power:
* 1,365,024
9) Aggregate Amount Beneficially Owned by Each
Reporting Person:
1,365,024
10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11) Percent of Class Represented by Amount in Row 9:
Approx. 4.0%
12) Type of Reporting Person (See Instructions): IA
* Although Kopp Investment Advisors, Inc. exercises investment discretion as to
these shares, it is not the record owner of them.
(2)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No. 909149106
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
Kopp Holding Company
I.D. No. 41-1875362
2) Check the appropriate box if a Member of a Group
(See Instructions)
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization:
Minnesota
Number of shares 5) Sole Voting Power:
Beneficially Owned
by Each Reporting
Person With: 6) Shared Voting Power:
7) Sole Dispositive Power:
8) Shared Dispositive Power:
9) Aggregate Amount Beneficially Owned by Each
Reporting Person:
1,365,024
10)Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11)Percent of Class Represented by Amount in Row 9:
Approx. 4.0%
12)Type of Reporting Person (See Instructions): HC
(2a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No. 909149106
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
LeRoy C. Kopp
2) Check the appropriate box if a Member of a Group
(See Instructions)
(a)
(b) X
3) SEC Use Only
4) Citizenship or Place of Organization:
United States
Number of shares 5) Sole Voting Power: 121,000
Beneficially Owned
by Each Reporting
Person With: 6) Shared Voting Power:
7) Sole Dispositive Power: 121,000
8) Shared Dispositive Power:
9) Aggregate Amount Beneficially Owned by Each
Reporting Person:
1,486,024
10)Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)
11)Percent of Class Represented by Amount in Row 9:
Approx. 4.3%
12) Type of Reporting Person (See Instructions): IN
(2b)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Item 1(a). Name of Issuer.
Uniphase Corporation
Item 1(b). Address of Issuer's Principal Executive
Offices.
163 Baypointe Parkway
San Jose, CA 95134
Item 2(a). Name of Person Filing.
1. Kopp Investment Advisors, Inc.
2. Kopp Holding Company
3. LeRoy C. Kopp
This Statement is filed by Kopp Investment Advisors,
Inc., ("KIA") on behalf of all of the above persons
pursuant to Rule 13d-1(f). Attached is an agreement in
writing among the above persons that this Statement be
so filed on behalf of each of them. KIA is an investment
adviser registered under the Investment Advisers Act
of 1940. It is wholly-owned by Kopp Holding Company,
which is wholly-owned by Mr. Kopp.
Item 2(b),2(c),2(d), and 2(e). Address of Principal Business Office;
Citizenship; Title of Class of Securities; CUSIP Number.
All reporting persons may be contacted at 7701 France
Avenue South, Suite 500, Edina, MN 55435. Kopp
Investment Advisors, Inc. and Kopp Holding Company
are Minnesota corporations. Mr. Kopp is a United States
citizen. This report pertains to the Common Shares,
$.001 par value, of Uniphase Corporation,
CUSIP #909149106.
Item 3. This statement is filed pursuant to Rule
13d-1(b) or 13d-2(b). The persons filing
include an investment adviser registered
under Section 203 of the Investment Advisors
Act of 1940 and a parent holding company in
accordance with 13d-1(b)(ii)(G). The other
reporting person is filing under SEC release
number 34-39538 II.F.5.
(3)
<PAGE>
Item 4. Ownership as of 12/31/97:
The information contained in Items 5 - 11 on the
cover pages is incorporated herein by reference.
The filing of this Statement shall not be construed
as an admission that the persons filing are beneficial
owners of the shares covered by this Statement for any
purpose, including purposes of Sections 13, 14 or 16 of
the Securities Exchange Act of 1934, as amended.
Item 5. Ownership of Five Percent or Less of a
Class.
If this statement is being filed to
report the fact that as of this date
hereof the reporting person has ceased
to be the beneficial owner of more than
five percent of the class of securities,
check the following [ X ].
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
Of the shares covered by this Statement, are held in
a fiduciary or representative capacity. Accordingly, persons other
than the reporting persons have the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from the
sale of, such sales. No person individually has an interest
that relates to more than five percent of the class.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security
Being Reported on By the Parent Holding
Company.
N/A
Item 8. Identification and Classification of
Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
(4)
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: 2/09/98
KOPP INVESTMENT ADVISORS, INC.
By:
Donald B. Cornelius, Secretary/Treasurer
(5)
AGREEMENT
The undersigned hereby agrees that the Statement on Schedule 13G
to which this Agreement is attached be filed on behalf of Kopp
Investment Advisors, Inc., a Minnesota corporation; Kopp Holding
Company, a Minnesota Corporation, of which Kopp Investment Advisors,
Inc. is a wholly-owned subsidiary: LeRoy C. Kopp, who holds 100% of the
outstanding capital stock of Kopp Holding Company.
Dated: 2/09/98
KOPP INVESTMENT ADVISORS, INC.
By:
LeRoy C. Kopp
Title: President
LeRoy C. Kopp
KOPP HOLDING COMPANY
By:
LeRoy C. Kopp, President
(6)
