Mail Stop 6010


	October 21, 2005


Kevin Kennedy
Chief Executive Officer
JDS Uniphase Corporation
1768 Automation Parkway
San Jose, California 95131

Re:	JDS Uniphase Corporation
	Proxy Statement/Prospectus on Form S-4
      Filed October 5, 2005
	File No. 333-128830

Dear Mr. Kennedy:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings 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
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Background of the Merger, page 32

1. Please revise your discussion of the background of the merger
to
include a more explanatory analysis of the negotiations relating
to
the valuation of Agility and the determination of the type and
amount
of the merger consideration.  The discussion should provide the
Agility stockholders with a better understanding of how, when and
why
the amount of merger consideration for the various classes and
series
of capital stock was determined.

2. We note that on January 14, 2005, JDS Uniphase purchased
approximately $3,000,000 worth of Agility Series E preferred
stock.
If the enterprise valuation of Agility determined in connection
with
that purchase was materially different from the valuation of the
merger consideration offered in the proposed transaction, please
discuss the material reasons for the differences in those
valuations.

Structure of the Merger and the Conversion of Agility Stock, page
36

3. Please indicate the per share liquidation preference for each
series of preferred stock.

Voting Agreements, page 45

4. We note that you have already received the approval of "certain
stockholders."  Please tell us how the solicitation of that
approval
was consistent with Section 5 of the Securities Act.

Undertakings

5. Include the undertakings required by Item 512(a) of Regulation
S-
K.  See Section II.F of SEC Release 33-6578 (April 23, 1985).

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3617 with questions regarding our comments.

	Sincerely,



	Russell Mancuso
	Branch Chief


cc:	Michael C. Phillips, Esq. (via fax)
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Kevin Kennedy
JDS Uniphase Corporation
October 21, 2005
Page 4