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<TITLE>As filed with the Securities and Exchange Commission on November 30, 2001</TITLE>
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<FONT SIZE=2><P ALIGN="CENTER">filed with the Securities and Exchange Commission on November 30, 2001</P>
<P ALIGN="RIGHT">Registration No. 333-_____</P>
<U><P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
</U></FONT><B><FONT SIZE=4><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">Washington, D.C. 20549</P>
</B><P>&#9;<B>&#9;</P>
</FONT><FONT SIZE=4><P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">UNDER</P>
<P ALIGN="CENTER">THE SECURITIES ACT OF 1933</P>
</B><P>&#9;<B>&#9;</P>
</FONT><FONT SIZE=4><P ALIGN="CENTER">JDS UNIPHASE CORPORATION</P>
</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>
</FONT><FONT SIZE=2><P>&#9;&#9;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=686>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">Delaware</P>
</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(State or other jurisdiction of </P>
<P ALIGN="CENTER">incorporation or organization) </FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><FONT SIZE=1><P ALIGN="CENTER">94-2579683</P>
</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer </P>
<P ALIGN="CENTER">Identification No.) </FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">210 Baypointe Parkway</P>
<P ALIGN="CENTER">San Jose, California 95134</P>
</B><P ALIGN="CENTER">(Address of registrant's principal executive offices)</P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">JDS Uniphase Corporation</P>
<P ALIGN="CENTER">Amended and Restated 1993 Flexible Stock Incentive Plan</P>
<P ALIGN="CENTER">1998 Employee Stock Purchase Plan</P>
<P ALIGN="CENTER">1999 Canadian Employee Stock Purchase Plan</P>
<P ALIGN="CENTER">Epion Corporation 1996 Stock Option Plan</P>
<P ALIGN="CENTER">Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan</P>
</B></FONT><FONT SIZE=1><P ALIGN="CENTER">(Full title of the plan)</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Michael C. Phillips, Esq.</P>
<P ALIGN="CENTER">Senior Vice President, Business Development and</P>
<P ALIGN="CENTER">General Counsel</P>
<P ALIGN="CENTER">JDS Uniphase Corporation</P>
<P ALIGN="CENTER">210 Baypointe Parkway</P>
<P ALIGN="CENTER">San Jose, California 95134</P>
<P ALIGN="CENTER">(408) 434-1800</P>
</FONT><FONT SIZE=1><P ALIGN="CENTER">(Name, address and telephone number, including area code, of agent for service)</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER"></P>
<B><I><P ALIGN="CENTER">With a copy sent to:</P>
<P ALIGN="CENTER"></P>
</B></I></FONT><FONT SIZE=1><P ALIGN="CENTER">John W. Campbell, III, Esq.</P>
<P ALIGN="CENTER">P. Rupert Russell, Esq.</P>
<P ALIGN="CENTER">Morrison &amp; Foerster LLP</P>
<P ALIGN="CENTER">425 Market Street</P>
<P ALIGN="CENTER">San Francisco, California 94105-2482</P>
<P ALIGN="CENTER">(415) 268-7000</P>
</FONT><B><FONT SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P></B></FONT>
<P ALIGN="RIGHT"><TABLE BORDER CELLSPACING=1 CELLPADDING=8 WIDTH=612>
<TR><TD VALIGN="TOP" COLSPAN=5>
<B><FONT SIZE=2><P>&#9;CALCULATION OF REGISTRATION FEE </B></FONT></TD>
</TR>
<TR><TD WIDTH="18%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Title of securities to be registered</B></FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be registered <BR>
(1) (2) (3)</B></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed maximum offering price per share  (4)    </B></FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed maximum aggregate offering price (4)</B></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of registration fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>Common Stock, $0.001 par value per share</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">80,755,782</FONT></TD>
<TD WIDTH="24%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$10.58</FONT></TD>
<TD WIDTH="22%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$854,396,174</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$204,201</FONT></TD>
</TR>
</TABLE>
</P>

<FONT SIZE=1><DIR>

<P>(1)&#9;Pursuant to the Agreement and Plan of Reorganization and Merger dated as of July 14, 2000 by and among JDS Uniphase Corporation (the "Company"), JDSU Acquisition Two, Inc. and Epion Corporation (the "Epion Merger Agreement"), the Company assumed all of the outstanding options to purchase Common Stock of Epion Corporation under the Epion Corporation 1996 Stock Option Plan, and such options became exercisable to purchase shares of the Company's Common Stock, with appropriate adjustments to the number of shares and exercise price of each assumed option in accordance with the Epion Merger Agreement.</P>

<P>(2)&#9;Pursuant to the Agreement and Plan of Reorganization and Merger dated as of October 24, 2000 by and among JDS Uniphase Corporation (the "Company"), JDSU Acquisition Three, Inc. and Optical Process Automation, Inc.(the "OPA Merger Agreement"), the Company assumed all of the outstanding options to purchase Common Stock of Optical Process Automation, Inc. under the Optical Process Automation, Inc. 2000 Stock Option  and Incentive Plan, and such options became exercisable to purchase shares of the Company's Common Stock, with appropriate adjustments to the number of shares and exercise price of each assumed option in accordance with the OPA Merger Agreement.</P>

<P>(3)&#9;Includes (i) 43,639,933 shares of Common Stock, based on a formula, to be registered under the Amended and Restated 1993 Flexible Stock Incentive Plan, making a total of 201,164,336 shares of Common Stock registered under the 1993 Flexible Stock Incentive Plan, (ii) 25,000,000 shares of Common Stock to be registered under  the 1998 Employee Stock Purchase Plan, (iii) 5,000,000 shares of Common Stock to be registered under the 1999 Canadian Employee Stock Purchase Plan, (iv) 7,000,000 shares of Common Stock to be registered under the Epion Corporation 1996 Stock Option Plan issuable upon meeting certain milestones pursuant to the Epion Merger Agreement, and 115,849 shares of Common Stock to be registered under the Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan issuable upon meeting certain milestones pursuant to the OPA Merger Agreement.</P>

<P>(4)&#9;Estimated solely for the purpose of calculating the registration fee pursuant to Rule&nbsp;457(h) and Rule&nbsp;457(c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed aggregate maximum offering price have been determined on the basis of the high and low prices quoted on the Nasdaq National Market on November 28, 2001.  </P>
</DIR>

</FONT><FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
</FONT><B><FONT SIZE=3><P ALIGN="CENTER">PART I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
</B><P>The documents containing the information specified in Part 1 of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1).  Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.</P>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item 3.  Incorporation of Documents by Reference.</P>
</B><P>The Registrant is subject to the informational and reporting requirements of Sections&nbsp;13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;) and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the &quot;Commission&quot;).  The following documents, which are filed with the Commission, are incorporated in this Registration Statement by reference:</P>
<OL TYPE="a">

<OL TYPE="a">

<LI>The Registrant's Annual Report on Form 10-K for the year ended June 30, 2001.</LI>
<LI>The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 29, 2001.</LI>
<LI>The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2001.</LI>
<LI>The Registrant's Current Report on Form 8-K (Item 5) dated September 4, 2001 and filed with the Commission on September 4, 2001.  </LI>
<LI>The description of the common stock of the Registrant, $.001 par value per share (&quot;Common Stock&quot;), contained in Registrant's Registration Statement on Form&nbsp;8-A dated November 15, 1993, filed pursuant to Section&nbsp;12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.  </LI></OL>
</OL>

<P>All documents filed by the Registrant with the Commission pursuant to Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.</P>
<B><P>Item 4.  Description of Securities.</P>
</B><P>Not applicable.</P>
<B><P>Item 5.  Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
<B><P>Item 6.  Indemnification of Directors and Officers.</P>
</B></FONT><FONT FACE="CG Times,Times New Roman" SIZE=3><P>Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the &quot;DGCL&quot;), which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (1) for any breach of the director's fiduciary duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (4) for any transaction from which the director derived an improper personal benefit.  The Registrant's  Amended and Restated Certificate of Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL.</P>
<P>Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise.  The indemnity may include expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful.  A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudged to be liable to the corporation.  Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred.</P>
<P>The Registrant's Amended and Restated Certificate of Incorporation provides indemnification of directors and officers of the Registrant to the fullest extent permitted by the DGCL.  The Registrant has obtained liability insurance for each director and officer of the Registrant for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the Registrant.</P>
</FONT><FONT SIZE=3><P>The above discussion of the Registrant's Amended and Restated Certificate of Incorporation and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such Amended and Restated Certificate of Incorporation and statutes.</P>
<P>For information regarding the Registrant's undertaking to submit to adjudication the issue of indemnification for violation of the securities laws, see Item 9 below.</P>
<B><P>Item 7.  Exemption from Registration Claimed.</P>
</B><P>Not applicable.</P>
<B><P>Item 8.&#9;Exhibits.</P>
</B><P>&#9;Exhibit&#9;&#9; </P>
<P>&#9;<U>Number </U>&#9;<U>Description</U>&#9;</P>
<DIR>
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<P>5.1&#9;Opinion of Counsel</P>

<P>23.1&#9;Consent of Counsel (included in Exhibit 5.1)</P>

<P>23.2&#9;Consent of Ernst &amp; Young LLP, Independent Auditors </P>
</FONT><FONT SIZE=2>
</FONT><FONT SIZE=3><P>25.1&#9;Power of Attorney (contained in the signature of this Registration Statement)</P>
</FONT><FONT SIZE=3></DIR>
</DIR>
</DIR>
</DIR>

</FONT><B><FONT SIZE=3><P>Item 9.  Undertakings.</P>
</B><P>(a)&#9;The undersigned Registrant hereby undertakes:</P>
<P>(1) &#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P>
<P>&#9;(i)&#9;To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");</P>
<P>&#9;(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table herein; and</P>
<P>&#9;(iii)&#9;To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;</P>
<P>Provided, however, that paragraphs (i) and (ii) do not apply if this Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.</P>
<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<P>(3)&#9;To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
<P>(b)&#9;That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona fide</I> offering thereof.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other that the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>
</FONT><B><FONT SIZE=2><P ALIGN="CENTER">SIGNATURES</P>
</B></FONT><FONT FACE="CG Times,Times New Roman" SIZE=3><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on November 30, 2001.</P><DIR>
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</FONT><B><FONT SIZE=3><P>JDS UNIPHASE CORPORATION</P>
</B><P>By &#9;__<U>/s/ Jozef Straus, Ph.D.</U>________</P><DIR>

<P>Jozef Straus, Ph.D., <BR>
Co-Chairman of the Board of Directors, President, and Chief Executive Officer</P></DIR>
</DIR>
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</FONT><B><FONT SIZE=2><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B></FONT><FONT FACE="CG Times,Times New Roman" SIZE=3><P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Jozef Straus, Ph.D. and Anthony R. Muller, severally, such person's true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. </P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=633>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>Name and Signatures</U></FONT></TD>
<TD WIDTH="36%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P ALIGN="CENTER">Title</U></FONT></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P ALIGN="CENTER">Date</U></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=3></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=633>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Jozef Straus, Ph.D.&#9;</U><BR>
Jozef Straus, Ph.D.</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Co-Chairman of the Board of Directors, President, and Chief Executive Officer  (Principal Executive Officer)</P>
</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Donald R. Scifres, Ph.D.&#9;</U><BR>
Donald R. Scifres, Ph.D.</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Co-Chairman of the Board of Directors and Chief Strategy Officer</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Martin A. Kaplan&#9;</U><BR>
Martin A. Kaplan</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Chairman of the Board of Directors</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Anthony R. Muller&#9;</U><BR>
Anthony R. Muller</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Bruce D. Day&#9;&#9;</U><BR>
Bruce D. Day</P>
</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Director</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Peter A. Guglielmi&#9;</U><BR>
Peter A. Guglielmi</P>
</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Director</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Robert E. Enos&#9;</U><BR>
Robert E. Enos</P>
</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Casimir S. Skrzypczak&#9;</U><BR>
Casimir S. Skrzypczak</P>
</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Richard Liebhaber&#9;</U><BR>
Richard Liebhaber</P>
</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP" HEIGHT=21>
<U><FONT SIZE=3><P>/s/ Kevin Kennedy&#9;&#9;</U><BR>
Kevin Kennedy</P>
</FONT></TD>
<TD WIDTH="40%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP" HEIGHT=21>
<FONT SIZE=3><P ALIGN="RIGHT">November 30, 2001</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<I><FONT SIZE=3><P ALIGN="CENTER"></P>
</I><B><P ALIGN="CENTER">EXHIBIT INDEX</P>
</B>
<P>&nbsp;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 WIDTH=606>
<TR><TD WIDTH="12%" VALIGN="TOP">
<B><U><FONT SIZE=3><P>Exhibit No.</B></U></FONT></TD>
<TD WIDTH="88%" VALIGN="TOP">
<B><U><FONT SIZE=3><P ALIGN="CENTER">Description</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">5.1</FONT></TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT SIZE=3><P>Opinion of Counsel</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Consent of Counsel (included in Exhibit 5.1)</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Consent of Ernst &amp; Young LLP, independent auditors</FONT></TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="88%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="88%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="JUSTIFY">Power of Attorney (included on signature page of this Registration Statement)</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="RIGHT">&nbsp;</P>
<B><P ALIGN="RIGHT">Exhibit 5.1</P>
</B>
<B><P>&nbsp;</P>
<P ALIGN="CENTER">OPINION OF COUNSEL</B> </P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">November 30, 2001</P>
<P ALIGN="CENTER"></P>
<P>&nbsp;</P>
<P>Re:&#9;JDS Uniphase Corporation</P>
<P>&#9;Amended and Restated 1993 Flexible Stock Incentive Plan </P>
<P>&#9;1998 Employee Stock Purchase Plan</P>
<P>&#9;1999 Canadian Employee Stock Purchase Plan</P>
<P>&#9;Epion Corporation 1996 Stock Option Plan</P>
<P>&#9;Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan</P>

<P>Ladies and Gentlemen: </P>

<P>&#9;I have examined the Registration Statement on Form S-8 filed by JDS Uniphase Corporation, a Delaware corporation (the &quot;Company&quot;), with the Securities and Exchange Commission on November 30, 2001 (the &quot;Registration Statement&quot;) relating to the registration under the Securities Act of 1933, as amended, of an aggregate of 80,755,782 shares of the Company's common stock, $.001 par value (the &quot;Common Stock&quot;), which will be issuable under the above-referenced plans (the &quot;Plans&quot;).  </P>

<P>&#9;As counsel to the Company, I have examined the proceedings taken by the Company in connection with the registration of the shares of the Common Stock under the Plans. </P>

<P>&#9;It is my opinion that, when issued and outstanding pursuant to the terms of the Plans, the shares of Common Stock will be legally and validly issued, fully paid and non-assessable. </P>

<P>&#9;I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion in the Registration Statement and any amendments thereto. </P>

<P>Very truly yours, </P>

<P>/s/  Christopher Dewees</P>

<P>Corporate Counsel <BR>
<BR>
</P>

<B><P ALIGN="RIGHT">Exhibit 23.2</P>
</B><P ALIGN="CENTER">CONSENT OF ERNST &amp; YOUNG LLP, INDEPENDENT AUDITORS</P>
<P>We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the JDS Uniphase Corporation Amended and Restated 1993 Flexible Stock Incentive Plan, 1998 Employee Stock Purchase Plan, 1999 Canadian Employee Stock Purchase Plan, Epion Corporation 1996 Stock Option Plan, and Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan of our report dated September 12, 2001, with respect to the consolidated financial statements and schedule of JDS Uniphase Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 2001, filed with the Securities and Exchange Commission.</P>

<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9; Ernst &amp; young llp</P>
<P>San Jose, California </P>
<P>November 29, 2001</P>

<P>&nbsp;</P>
</FONT><FONT SIZE=2><P>&nbsp;</P></FONT>
[{"type": "S-8", "sequence": "1", "filename": "forms_8.htm", "description": "FORM S-8", "secsgml_size_bytes": 30801}]
{"company-data": {"conformed-name": "JDS UNIPHASE CORP /CA/", "cik": "0000912093", "assigned-sic": "3674", "irs-number": "942579683", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74226", "film-number": "1803634"}, "business-address": {"street1": "210 BAYPOINTE PKWY", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084341800"}, "mail-address": {"street1": "210 BAYPOINTE PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
As filed with the Securities and Exchange Commission on November 30, 2001
filed with the Securities and Exchange Commission on November 30, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JDS UNIPHASE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
94-2579683
(I.R.S. Employer
Identification No.)
210 Baypointe Parkway
San Jose, California 95134
(Address of registrant's principal executive offices)
JDS Uniphase Corporation
Amended and Restated 1993 Flexible Stock Incentive Plan
1998 Employee Stock Purchase Plan
1999 Canadian Employee Stock Purchase Plan
Epion Corporation 1996 Stock Option Plan
Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan
(Full title of the plan)
Michael C. Phillips, Esq.
Senior Vice President, Business Development and
General Counsel
JDS Uniphase Corporation
210 Baypointe Parkway
San Jose, California 95134
(408) 434-1800
(Name, address and telephone number, including area code, of agent for service)
With a copy sent to:
John W. Campbell, III, Esq.
P. Rupert Russell, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105-2482
(415) 268-7000
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered
(1) (2) (3)
Proposed maximum offering price per share  (4)
Proposed maximum aggregate offering price (4)
Amount of registration fee
Common Stock, $0.001 par value per share
80,755,782
$10.58
$854,396,174
$204,201
(1)	Pursuant to the Agreement and Plan of Reorganization and Merger dated as of July 14, 2000 by and among JDS Uniphase Corporation (the "Company"), JDSU Acquisition Two, Inc. and Epion Corporation (the "Epion Merger Agreement"), the Company assumed all of the outstanding options to purchase Common Stock of Epion Corporation under the Epion Corporation 1996 Stock Option Plan, and such options became exercisable to purchase shares of the Company's Common Stock, with appropriate adjustments to the number of shares and exercise price of each assumed option in accordance with the Epion Merger Agreement.
(2)	Pursuant to the Agreement and Plan of Reorganization and Merger dated as of October 24, 2000 by and among JDS Uniphase Corporation (the "Company"), JDSU Acquisition Three, Inc. and Optical Process Automation, Inc.(the "OPA Merger Agreement"), the Company assumed all of the outstanding options to purchase Common Stock of Optical Process Automation, Inc. under the Optical Process Automation, Inc. 2000 Stock Option  and Incentive Plan, and such options became exercisable to purchase shares of the Company's Common Stock, with appropriate adjustments to the number of shares and exercise price of each assumed option in accordance with the OPA Merger Agreement.
(3)	Includes (i) 43,639,933 shares of Common Stock, based on a formula, to be registered under the Amended and Restated 1993 Flexible Stock Incentive Plan, making a total of 201,164,336 shares of Common Stock registered under the 1993 Flexible Stock Incentive Plan, (ii) 25,000,000 shares of Common Stock to be registered under  the 1998 Employee Stock Purchase Plan, (iii) 5,000,000 shares of Common Stock to be registered under the 1999 Canadian Employee Stock Purchase Plan, (iv) 7,000,000 shares of Common Stock to be registered under the Epion Corporation 1996 Stock Option Plan issuable upon meeting certain milestones pursuant to the Epion Merger Agreement, and 115,849 shares of Common Stock to be registered under the Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan issuable upon meeting certain milestones pursuant to the OPA Merger Agreement.
(4)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the proposed aggregate maximum offering price have been determined on the basis of the high and low prices quoted on the Nasdaq National Market on November 28, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1).  Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission").  The following documents, which are filed with the Commission, are incorporated in this Registration Statement by reference:
The Registrant's Annual Report on Form 10-K for the year ended June 30, 2001.
The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 29, 2001.
The Registrant's Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2001.
The Registrant's Current Report on Form 8-K (Item 5) dated September 4, 2001 and filed with the Commission on September 4, 2001.
The description of the common stock of the Registrant, $.001 par value per share ("Common Stock"), contained in Registrant's Registration Statement on Form 8-A dated November 15, 1993, filed pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.  Description of Securities.
Not applicable.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors and Officers.
Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which permits a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (1) for any breach of the director's fiduciary duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (4) for any transaction from which the director derived an improper personal benefit.  The Registrant's  Amended and Restated Certificate of Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL.
Reference is made to Section 145 of the DGCL which provides that a corporation may indemnify any persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise.  The indemnity may include expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal actions or proceedings, had no reasonable cause to believe that his conduct was unlawful.  A Delaware corporation may indemnify directors and/or officers in an action or suit by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director or officer is adjudged to be liable to the corporation.  Where a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such director or officer actually and reasonably incurred.
The Registrant's Amended and Restated Certificate of Incorporation provides indemnification of directors and officers of the Registrant to the fullest extent permitted by the DGCL.  The Registrant has obtained liability insurance for each director and officer of the Registrant for certain losses arising from claims or charges made against them while acting in their capacities as directors or officers of the Registrant.
The above discussion of the Registrant's Amended and Restated Certificate of Incorporation and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such Amended and Restated Certificate of Incorporation and statutes.
For information regarding the Registrant's undertaking to submit to adjudication the issue of indemnification for violation of the securities laws, see Item 9 below.
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.	Exhibits.
Exhibit
Number
Description
5.1	Opinion of Counsel
23.1	Consent of Counsel (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Independent Auditors
25.1	Power of Attorney (contained in the signature of this Registration Statement)
Item 9.  Undertakings.
(a)	The undersigned Registrant hereby undertakes:
(1) 	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii)	To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table herein; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if this Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)	To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other that the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on November 30, 2001.
JDS UNIPHASE CORPORATION
By 	__
/s/ Jozef Straus, Ph.D.
________
Jozef Straus, Ph.D.,
Co-Chairman of the Board of Directors, President, and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Jozef Straus, Ph.D. and Anthony R. Muller, severally, such person's true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name and Signatures
Title
Date
/s/ Jozef Straus, Ph.D.
Jozef Straus, Ph.D.
Co-Chairman of the Board of Directors, President, and Chief Executive Officer  (Principal Executive Officer)
November 30, 2001
/s/ Donald R. Scifres, Ph.D.
Donald R. Scifres, Ph.D.
Co-Chairman of the Board of Directors and Chief Strategy Officer
November 30, 2001
/s/ Martin A. Kaplan
Martin A. Kaplan
Chairman of the Board of Directors
November 30, 2001
/s/ Anthony R. Muller
Anthony R. Muller
Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
November 30, 2001
/s/ Bruce D. Day
Bruce D. Day
Director
November 30, 2001
/s/ Peter A. Guglielmi
Peter A. Guglielmi
Director
November 30, 2001
/s/ Robert E. Enos
Robert E. Enos
Director
November 30, 2001
/s/ Casimir S. Skrzypczak
Casimir S. Skrzypczak
Director
November 30, 2001
/s/ Richard Liebhaber
Richard Liebhaber
Director
November 30, 2001
/s/ Kevin Kennedy
Kevin Kennedy
Director
November 30, 2001
EXHIBIT INDEX
Exhibit No.
Description
5.1
Opinion of Counsel
23.1
Consent of Counsel (included in Exhibit 5.1)
23.2
Consent of Ernst & Young LLP, independent auditors
24.1
Power of Attorney (included on signature page of this Registration Statement)
Exhibit 5.1
OPINION OF COUNSEL
November 30, 2001
Re:	JDS Uniphase Corporation
Amended and Restated 1993 Flexible Stock Incentive Plan
1998 Employee Stock Purchase Plan
1999 Canadian Employee Stock Purchase Plan
Epion Corporation 1996 Stock Option Plan
Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 filed by JDS Uniphase Corporation, a Delaware corporation (the "Company"), with the Securities and Exchange Commission on November 30, 2001 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of an aggregate of 80,755,782 shares of the Company's common stock, $.001 par value (the "Common Stock"), which will be issuable under the above-referenced plans (the "Plans").
As counsel to the Company, I have examined the proceedings taken by the Company in connection with the registration of the shares of the Common Stock under the Plans.
It is my opinion that, when issued and outstanding pursuant to the terms of the Plans, the shares of Common Stock will be legally and validly issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion in the Registration Statement and any amendments thereto.
Very truly yours,
/s/  Christopher Dewees
Corporate Counsel
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the JDS Uniphase Corporation Amended and Restated 1993 Flexible Stock Incentive Plan, 1998 Employee Stock Purchase Plan, 1999 Canadian Employee Stock Purchase Plan, Epion Corporation 1996 Stock Option Plan, and Optical Process Automation, Inc. 2000 Stock Option and Incentive Plan of our report dated September 12, 2001, with respect to the consolidated financial statements and schedule of JDS Uniphase Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 2001, filed with the Securities and Exchange Commission.
Ernst & young llp
San Jose, California
November 29, 2001