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The Annual Meeting of Stockholders (the "Annual Meeting") of JDS Uniphase Corporation, a Delaware corporation (the "Company") will be held at The Chateau Laurier, One Rideau Street, Ottawa, Canada on Friday, November 5, 1999, at 10:00 A.M., Eastern Standard Time, for the following purposes:

1. To elect four Class III directors to serve until the 2002 Annual Meeting of Stockholders and until their successors are elected and qualified;
2. To amend the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of Common Stock, par value $.001 per share, which the Company is authorized to issue from 300,000,000 shares to 600,000,000 shares.
3. To ratify the appointment of Ernst & Young LLP as the independent auditors for the Company for the fiscal year ending June 30, 2000; and
4. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement which is attached and made a part hereof.

The Board of Directors has fixed the close of business on September 29, 1999 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

San Jose, California

October , 1999

This Proxy Statement is furnished to stockholders of JDS Uniphase Corporation, a Delaware corporation (the "Company"), in connection with the solicitation by the Board of Directors (the "Board") of the Company of proxies in the accompanying form for use in voting at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held on Friday, November 5, 1999, at 10:00 a.m., Eastern Standard Time, at The Chateau Laurier, One Rideau Street, Ottawa, Canada, and any adjournment or postponement thereof. The shares represented by the proxies received, properly marked dated, executed and not revoked will be voted at the Annual Meeting.

This Proxy Statement and the accompanying proxy were first sent by mail to stockholders on or about October ___, 1999. The solicitation of proxies will be conducted by mail and the Company will bear all attendant costs. The cost of soliciting proxies will be borne by the Company. The Company has retained the services of CIC Investor Services to aid in the solicitation of proxies from brokers, bank nominees and other institutional owners. The Company estimates that it will pay CIC Investor Services a fee not to exceed $______ for its services and will reimburse them for certain out-of-pocket expenses that are usual and proper. In addition, the Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of the Company's directors, officers and regular employees, without additional compensation, personally or by telephone, fax or telegram.

Each stockholder of the Company's Common Stock, par value $.001 per share ("Common Stock"), is entitled to one vote for each share of common stock owned as of the record date and CIBC Mellon Trust Company (the "Trustee"), the holder of the Company's Special Voting Share, is entitled to one vote for each exchangeable share of JDS Uniphase Canada Ltd., a subsidiary of the Company ("Exchangeable Shares"), outstanding as of the record date (other than Exchangeable Shares owned by the Company and its affiliates). Holders of Common Stock and the Special Voting Share are collectively referred to as "Stockholders." Votes cast with respect to Exchangeable Shares will be voted through the Special Voting Share by the Trustee as directed by the holders of Exchangeable Shares, except votes cast with respect to Exchangeable Shares whose holders request to vote directly, in person as proxy for the Trustee, at the Annual Meeting.

A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at the Annual Meeting. For the election of directors, the four candidates receiving the greatest number of affirmative votes are elected, provided a quorum is present and voting. The affirmative vote of a majority of the outstanding shares of the Company's Common Stock and the Special Voting Share, voting together as a single class, present in person or represented by proxy at the Annual Meeting shall be required to approve Proposal 2 being submitted to the stockholders for their consideration. Proposal 3 will require the affirmative vote of a majority of the shares of the Company's outstanding Common Stock and the Special Voting Share, voting together as a single class, present or represented by proxy and entitled to vote at the Annual Meeting. Stockholders of record at the close of business on September 29, 1999 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. At the Record Date, ___________ shares of Common Stock were issued and outstanding, 100,000 shares of the Company's Series A Preferred Stock were issued and outstanding, one share of the Company's Special Voting Stock was issued and outstanding, and ___________ Exchangeable Shares were issued and outstanding (excluding Exchangeable Shares owned by the Company and its affiliates which are not voted). Each Exchangeable Share is exchangeable at any time, at the option of its holder, for one share of the Company's Common Stock.

All shares of Common Stock and the Special Voting Share represented by valid proxies will be voted in accordance with the instructions contained therein. Votes with respect to Exchangeable Shares represented by valid voting instructions received by the Trustee, will be cast by the Trustee in accordance with these instructions. In the absence of instructions, proxies from holders of Common Stock will be voted FOR Proposals 1, 2 and 3. If no instructions are received by the Trustee from a holder of Exchangeable Shares, the votes to which such holder is entitled will not be exercised. Shares of Common Stock and votes cast by the Trustee through the Special Voting Share represented by proxies or instructions which are marked "ABSTAIN" with respect to Proposal 2 will have the effect of a vote against Proposal 2. In instances where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned proxies (so called "broker non-votes"), those shares will be disregarded and will have the effect of a vote against Proposal 2.

An automated system administered by the Company's transfer agent will tabulate votes cast by proxy at the Annual Meeting, and an officer of the Company will tabulate votes cast in person at the Annual Meeting.

Under the General Corporation Law of the State of Delaware, an abstaining vote and a broker "non-vote" are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at a meeting. However, broker "non-votes" are not deemed to be "votes entitled to vote." As a result, broker "non- votes" are not included in the tabulation of the voting results on the election of directors or issues requiring approval of a majority of the votes entitled to vote and, therefore, do not have the effect of votes in opposition in such tabulations. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have the discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Because abstentions will be included in tabulations of the votes entitled to vote for purposes of determining whether a proposal has been approved, abstentions have the same effect as negative votes. Broker non-votes and shares as to which proxy authority has been withheld with respect to any matter are not deemed to be entitled to vote for purposes of determining whether Stockholder approval of that matter has been obtained and effectively count as votes against Proposal 2. However, with respect to Proposals 1 and 3 requiring the affirmative vote of a majority of the Common Stock and the Special Voting Share, voting together as a single class, present and entitled to vote, broker non-notes shall have no effect.

A proxy may be revoked by the Stockholder giving the proxy at any time before it is voted by written notice of revocation delivered to the Company prior to the meeting, and a prior proxy is automatically revoked by a Stockholder giving a subsequent proxy or attending and voting at the Annual Meeting. Attendance at the Annual Meeting in and of itself does not revoke a prior proxy. Holders of Exchangeable Shares who wish to direct the Trustee to cast the votes attached to the Special Voting Share on their behalf should follow carefully the instructions provided by the Trustee, which accompany this Proxy Statement. The procedure for instructing the Trustee differs in certain respects from the procedure for delivering a proxy, including the place for depositing the instructions and the manner for revoking the proxy.

The number of directors on the Board is currently fixed at ten. The Company's Amended and Restated Certificate of Incorporation divides the Company's Board of Directors into three classes. The members of each class of directors serve staggered three-year terms. The Board is composed of three Class I directors (Mr. Sinclair, Mr. Kaplan and Mr. McNaughton), three Class II directors (Mr. Guglielmi and Professor Sibbett and Mr. Enos) and four Class III directors (Mr. Kalkhoven, Dr. Straus, Mr. Skrzypczak and Mr. Day), whose terms will expire upon the election and qualification of directors at the Annual Meeting of Stockholders held in 2001, 2000 and 1999, respectively. At each Annual Meeting of Stockholders, directors will be elected for a full term of three (3) years to succeed those whose terms are expiring.

At the Annual Meeting, the Stockholders will elect four Class III directors, each to serve a three (3) year term until the 2002 Annual Meeting of Stockholders and until a qualified successor is elected and qualified or until the director's earlier resignation or removal. The Board has no reason to believe that each of the nominees named below will be unable or unwilling to serve as a director if elected.

Certain information about the Board of Directors nominees is furnished below.

Mr. Kalkhoven has been President and Chief Executive Officer of the Company since January, 1992, a member of the Company's Board of Directors since February, 1992, and Chairman of the Board of Directors since April 1994. From September, 1988 to January, 1992, Mr. Kalkhoven was President of Demax Software, a systems software company.

Dr. Straus co-founded JDS FITEL Inc. ("JDS") in 1981 and served as its Chief Executive Officer and President from September, 1993 until July, 1999 when JDS merged with the Company. Dr. Straus became a director of the Company in July, 1999 as of the closing of the JDS merger. He served on the JDS Board of Directors from 1981 and held various positions with JDS, including Vice-President, Sales and Marketing from 1990 to 1993. Prior to 1981, Dr. Straus held various research and management positions related to fiberoptic technology at Bell-Northern Research Ltd. and Northern Telecom Limited.

Mr. Skrzypczak has been a member of the Company's Board of Directors since July, 1997. He has been Corporate Vice President and Group President of Professional Services of Bellcore since March, 1997. Earlier, Mr. Skrzypczak was President, NYNEX Science & Technology and Vice President, Network & Technology Planning for NYNEX. Mr. Skrzypczak has served as a trustee of Polytechnic University since 1987 and is chairman of its Education Committee.

Mr. Day became a member of the Company's Board of Directors in July, 1999 as of the closing of the JDS merger and was a member of the JDS Board of Directors since 1996. Since 1991, Mr. Day has been the Vice President, Corporate Development of Rogers Communications Inc. and is principally involved in mergers, acquisitions, divestitures and taxation for Rogers Communications Inc. and its subsidiaries.

The four nominees receiving the highest number of affirmative votes of the Common Stock and the Special Voting Share, voting together as a single class, represented and voting on this Proposal at the Annual Meeting will be elected Class III directors of the Company, to serve their respective terms or until their successors have been elected and qualified.

The following table sets forth certain information with respect to the executive officers and directors of the Company: