Current report, items 1.01, 2.03, 3.02 and 9.01

Item 1.01 Entry into Material Definitive Agreement.

On May 17, 2006, JDS Uniphase Corporation (the “Company”) completed an offering of $375 million aggregate principal amount of 1.00% Senior Convertible Notes due 2026 (the “Notes”) to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). An additional $50 million aggregate principal amount of notes may be issued, at the option of the initial purchasers, within 30 days of the initial issuance of the Notes.

The Notes were issued pursuant to an Indenture, dated as of May 17, 2006, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”). The Indenture and form of Notes are filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K, and the descriptions of the terms of the Indenture and Notes in this Item 1.01 are qualified in their entirety by reference to such exhibits.

The Notes bear interest at a rate of 1.00% per year. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2006. The Notes mature on May 15, 2026. The Notes are the Company’s senior unsecured obligations, will rank equal in right of payment with our other senior unsecured debt and senior to all our future subordinated debt.

Holders may convert the Notes into cash and shares of the Company’s common stock, if any, based on a conversion rate of 264.0264 per share of common stock, subject to adjustment, prior to stated maturity under the following circumstances: (1) if the closing price of the common stock reaches, or the trading price of the notes falls below, specified thresholds; (2) if the Notes have been called for redemption; (3) upon the occurrence of specified corporate transactions; or (4) during the ten trading days prior to, but not on, the maturity date.

Holders may require the Company to purchase all or a portion of the Notes on each of May 15, 2013, May 15, 2016 and May 15, 2021 at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. In addition, upon certain fundamental changes, holders may require the Company to purchase for cash the Notes at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest to, but excluding, the purchase date. The Company may not redeem the notes before May 20, 2013. On or after that date, the Company may redeem all or part of the notes for cash at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Indenture provides for customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If an event of default occurs and is continuing, the principal amount of the Notes, plus accrued and unpaid interest, if any, may be declared immediately due and payable. These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.

Holders of the Notes are entitled to the benefits of a Registration Rights Agreement, dated May 17, 2006, among the Company and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchasers (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company has agreed to file a shelf registration statement with the Securities and Exchange Commission covering resales of the Notes and the shares of common stock issuable upon conversion of the Notes. The Registration Rights Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the description of the terms of the Registration Rights Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit Number		Description
	4.1		Indenture, dated May 17, 2006, among JDS Uniphase Corporation and The Bank of New York Trust Company, N.A.
	4.2		Form of Global Note representing the JDS Uniphase Corporation 1.00% Senior Convertible Notes due 2026.
	10.1		Registration Rights Agreement, dated May 17, 2006, among JDS Uniphase Corporation, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
	99.1		Press release entitled “JDSU Announces Completion of Senior Convertible Note Offering” dated May 17, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	JDS UNIPHASE CORPORATION

Date: May 19, 2006	By:	/s/ Christopher S. Dewees
		Christopher S. Dewees
		Senior Vice President and General Counsel

EXHIBIT INDEX

	Exhibit Number		Description
	4.1		Indenture, dated May 17, 2006, among JDS Uniphase Corporation and The Bank of New York Trust Company, N.A.
	4.2		Form of Global Note representing the JDS Uniphase Corporation 1.00% Senior Convertible Notes due 2026.
	10.1		Registration Rights Agreement, dated May 17, 2006, among JDS Uniphase Corporation, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
	99.1		Press release entitled “JDSU Announces Completion of Senior Convertible Note Offering” dated May 17, 2006.


Delaware	000-22874	94-2579683
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)