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, at a meeting of the Board of Directors of the 
Corporation held on August 15, 1998, the Board of Directors 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 one hundred-one million 
               (101,000,000) shares.  One Hundred million 
               (100,000,000) 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 
the Annual Meeting of Stockholders held on November 10, 1998 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 10th day of November, 1998.

                                       UNIPHASE CORPORATION



                                      By   \s\ Kevin Kalkhoven   
                                          Kevin Kalkhoven
                                          President


ATTEST:



\s\ Anthony R. Muller       
Anthony R. Muller
Secretary