Mail Stop 6010



	October 28, 2005


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

Re:	JDS Uniphase Corporation
	Amendment No. 2 to Registration Statement on Form S-4
      Filed October 26, 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.

Special Cash Dividends, page 40

1. We note that the cash and/or shares of JDS Uniphase common
stock
to be distributed as a special cash dividend will not be
distributed
in accordance with the liquidation preferences set forth in
Agility`s
certificate of incorporation.  This appears to result in the
holders
of the more senior series of preferred stock receiving an
aggregate
amount which is in excess of the applicable liquidation preference
contemplated by the certificate of incorporation (for example, the
Series E preferred stockholders will be receiving in the aggregate
an
amount in excess of the $0.257 per share liquidation preference),
while, presumably, the holders of the more junior series of
preferred
stock will receive less consideration than they would otherwise
receive if the cash and/or shares of JDS Uniphase common stock to
be
distributed as a special cash dividend were treated as
consideration
received in connection with the merger.  With a view towards
revised
disclosure, please provide us with an analysis as to why the cash
and/or shares of JDS Uniphase common stock to be distributed as a
special cash dividend should not be considered as a part of the
total
merger consideration payable under the merger agreement and, as
such,
distributed in accordance with the liquidation preferences set
forth
in Agility`s certificate of incorporation.

2. Please provide us with an analysis of whether the special cash
dividend will be consistent with applicable Delaware and
California
state law.

Proposal No. 2, page 60

3. Please expand the disclosure to discuss the reasons the Board
believes that shareholders should approve this proposal and why it
is
in the best interests of Agility stockholders.  Disclose clearly
the
effect of this amendment by identifying each series of preferred
stock that will lose the right to receive dividends if the
proposal
is approved.  Provide us with an analysis as to how Agility`s
board
determined that its approval of the amendment to the dividend
provisions contained in Agility`s certificate of incorporation is
consistent with their fiduciary duties to the holders of each
class
and series of Agility`s capital stock.

Undertakings

4. Please also include the undertakings required by clauses (2)
and
(3) of Item 512(a) of Regulation S-K.

* * *

      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 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)
551-3800 with questions regarding our comments.

	Sincerely,



	Peggy Fisher
	Assistant Director


cc:	Michael C. Phillips, Esq. (via fax)
	Dawn Smith, Esq. (via fax)
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Kevin Kennedy
JDS Uniphase Corporation
October 28, 2005
Page 3