CERTIFICATE OF AMENDMENT
                                         TO
                               AMENDED AND RESTATED
                            CERTIFICATE OF INCORPORATION

Uniphase Corporation, a corporation organized and existing under 
the laws of the State of Delaware, (the "Corporation") hereby 
certifies as follows:

FIRST:  That, in lieu of a meeting, the Board of Directors of 
the Corporation, by unanimous written consent of its members, have 
adopted a resolution proposing and declaring advisable the following 
amendment to the Amended and Restated Certificate of Incorporation of 
the Corporation:

RESOLVED, that paragraph 4.1 of Article 4 of the Corporation's Amended
and Restated Certificate of Incorporation shall be amended, subject to
stockholder approval, to read in its entirety as follows:

"4.1.  Authorized Capital Stock. The Corporation is authorized to
issue two classes of stock to be designated, respectively, `Common
Stock' and `Preferred Stock.'  The total number of shares which the
Corporation is authorized to issue is fifty-one million (51,000,000)
shares.  Fifty million (50,000,000) shares shall be Common Stock, each
having a par value of one-tenth of one cent ($.001).  One million
(1,000,000) shares shall be Preferred Stock, each having a par value
of one-tenth of one cent ($.001)."

SECOND: That the stockholders of the Corporation have approved 
at a Special Meeting of Stockholders held on October 16, 1997 said 
amendment in accordance with the provisions of Section 228 of the 
General Corporation Law of the State of Delaware.

THIRD:  That the aforesaid amendment was duly adopted in 
accordance with applicable provisions of Sections 242 and 228 of the 
General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Uniphase Corporation has caused this 
Certificate of Amendment to Amended and Restated Certificate of 
Incorporation to be signed by its President and attested to by its 
Secretary this _______ day of November, 1997.

UNIPHASE CORPORATION


By      
Kevin Kalkhoven
President


ATTEST:

/s/ Dan E. Pettit
Dan E. Pettit
Secretary