8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------


                                   FORM 8-K/A

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: February 1, 2001
                        ---------------------------------
                        (Date of earliest event reported)


                            JDS Uniphase Corporation
                           --------------------------
             (Exact name of Registrant as specified in its charter)

                                                      
          Delaware                      0-22874                  94-2579683
- ----------------------------          ------------          -------------------
(State or other jurisdiction          (Commission            (I.R.S. employer
     of incorporation)                file number)          identification no.)




                210 Baypointe Parkway San Jose, California 95134
                ------------------------------------------------
           (Address of principal executive offices including Zip Code)


Registrant's telephone number, including area code             (408) 434-1800
                                                              ----------------

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Item 7. Financial Statements and Exhibits.

            
Exhibit 99.1.  Written communication comprised of slides shown during a
               stockholder update on January 31, 2001 furnished pursuant to
               Item 9 of this Form 8-K/A.



Item 9. Regulation FD Disclosure.

     On January 31, 2001, officers of JDS Uniphase Corporation, a Delaware
corporation (the "Registrant"), delivered a stockholder update that included
written communication comprised of slides which were furnished as Exhibit 99.1
to the Report on Form 8-K dated January 31, 2001 and incorporated therein by
reference. Certain information was inadvertently left out of the description of
Slide 6 in such Exhibit 99.1; therefore, we are hereby furnishing an amended
Exhibit 99.1.

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                                   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 thereunto duly authorized.

                                        JDS UNIPHASE CORPORATION


                                        By: /s/ Michael C. Phillips
                                           -------------------------------------
                                           Michael C. Phillips
                                           Senior Vice President, Business
                                           Development, General Counsel

Date: February 1, 2001
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                                 EXHIBIT INDEX



Exhibit
Number         Description
- -------        -----------
            
Exhibit 99.1.  Written communication comprised of slides shown during a
               stockholder update on January 31, 2001 furnished pursuant to Item
               9 of this Form 8-K/A.

EX-99.1

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[Slide 1] This slide contains the logo of JDS Uniphase Corporation.

[Slide 2] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following text: "You are urged to read the proxy
statement/prospectus in connection with the transaction to be filed with the SEC
when it is available because the proxy statement/prospectus will contain
important information. You can get copies of the proxy statement/prospectus, and
any other relevant documents, for free at the SEC's web site, and copies of our
reports, proxy statements and other information regarding us filed with the SEC
are available free from us. Requests for documents relating to us should be
directed to JDS Uniphase Corporation, 163 Baypointe Parkway, San Jose,
California 95134. Attention: Investor Relations (408) 434-1800. Requests for
documents relating to SDL, Inc. should be directed to SDL, Inc., 90 Rose Orchard
Way, San Jose, California 95134. Attention: Investor Relations (408) 943-4343."

[Slide 3] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Communications Revolution." This
slide also contains the following: a photographic image of a Gutenberg Press,
and underneath this image there is an arrow pointing to the right and the text
"Gutenberg Press" inside the arrow; to the right is another photographic image
of the side of a woman's face looking towards a bookcase filled with books, and
underneath this image there is an arrow pointing to the right and the text
"Distribution of Books" inside the arrow; and to the right is another
photographic image of a profile of a woman looking into a microscope, and
underneath this image there is an arrow pointing to the right and the text
"Renaissance of Science" inside the arrow.

[Slide 4] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Communications Revolution." This
slide also contains three contiguous boxes and inside the boxes, from left to
right, is the following: a photographic image of a PowerPC IBM microprocessor,
and underneath this box there is an arrow pointing to the right and the text
"Microprocessors" inside the arrow; in the next box to the right is a
photographic image of a personal computer, and underneath this box there is an
arrow pointing to the right and the text "PCs" inside the arrow; and in the next
box to the right is the text "Doubles every 18 months," and underneath this box
there is an arrow pointing to the right and the text "Moore's Law" inside the
arrow.

[Slide 5] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Communications Revolution." This
slide also contains three contiguous boxes and inside the boxes, from left to
right, is the following: a photographic image of a Wavelength Division
Multiplexer, and underneath this box there is an arrow pointing to the right and
the text "DWDM" inside the arrow; in the next box to the right is a photographic
image of a television screen with an internet website on it, and underneath this
box there is an arrow pointing to the right and the text "Internet" inside the
arrow; and in the next box to the right is the text "Doubles every 6-9 months,"
and underneath this box there is an arrow pointing to the right and the text
"Law of Photonics" inside the arrow.

[Slide 6] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner, the following title: "It's a New World" and the following
text: "- Over 350 million internet users worldwide in 2003 (e-stats) - Internet
traffic has been growing 10-fold per year, a 1,000-fold every three years
(Gilder) - Over $1.4 trillion of e-commerce business in 2003 (BCG) -
Long-distance carriers in North America will deploy 11 million km of fiber in
2000 more than four times the amount deployed in 1997 (KMI) - Cumulative fiber
deployment in the US will grow from 6 million fiber km in 1996 to 36 million in
2001 (KMI) - Thirteen new carriers lit up new fiberoptic networks between 1997
and 1999 (KMI) - By 2003, more than $56 B will be invested in the fiberoptic
undersea market with close to 1 million route-km in place, (KMI) - The optical
network market will be worth $52.3 B by 2005 - Venture capitalists invested a
record $22.7 billion in 1,557 U.S. companies in the first quarter, according to
the National Venture Capital Association Internet-related companies represented
a total of $17.05 B - In the last six months more than $11 B in stock and cash
has changed hands through acquisitions of optical network companies (RHK)."

[Slide 7] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Geometric Bandwidth Growth," and the
following subtitle: "Performance driven by speed and number of components." This
slide also contains a graph with the label "TIME" and an arrow pointing to the
right underneath the x-axis. Along the y-axis on the right side are number
starting with 100,000 on the bottom and increasing to 800,000 on the top and the
label "Bandwidth/1,000,000 Users" to the left of the numbers. There are three
bars, increasing in size from left to right, and a line curving to connect the
tops of the bars. The text "Total Bandwidth Required" is above the bar furthest
to the right that reaches up to the 700,000 point on the y-axis. There is a box
in the middle of the graph containing the following text: "Increase in Users x
Increase in Bandwidth."

[Slide 8] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "The Internet today is only a crude
version of the future." This slide also contains two boxes and inside the boxes,
from left to right, is the following: a photographic image of an old-fashioned
radio; in the next box to the right is a photographic image of a television
screen with an internet website on it.

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[Slide 9] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "The Next Wave -- Internet2." This
slide also the following text on the left hand side of the slide: "- Internet2
applications require -- high bandwidth -- low latency (delay) -- multicasting
- - Four "killer attributes" -- interactive collaboration environments -- common
access to remote resources -- network-wide computation and data services --
virtual reality environments -Applications -- Tele-Immersion -- Digital video
libraries -- Virtual laboratory." On the left hand side of the slide there are
two boxes, one on top of the other. The top box contains a photographic image of
a computer screen with various computer application windows open on it and
arrows pointing from three of the windows to one window. The bottom box contains
two images of hands, one hand looks like a computer graphic and the other hand
is life-like.

[Slide 10] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Computer-centric to
Bandwidth-centric." In the center of the slide is a large photographic image of
a personal computer. Around this, there are the following photographic images,
clockwise from the right: three PC boards, a stack of compact discs, several
computer chips with the label "intel inside pentium III" on one of them, a
laptop computer, a palm pilot and a personal computer.

[Slide 11] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Computer-centric to
Bandwidth-centric." In the center of the slide is a large photographic image of
a hand holding a bunch of fiber optic strands. Around this image, there are the
following images, clockwise from the right: a television with a scene from CNN
on the screen, three lasers, a computer window of the Yahoo! search engine, a
multiplexing diagram composed of small squares, lines and a parallelogram, two
optical subassemblies and a PC video camera.

[Slide 12] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "PC Growth v. Bandwidth Growth." This
slide also contains two circular images labeled "Moore's Law" and "Law of
Photonics," respectively. There are three smaller circular images on the
perimeter of the Moore's Law image labeled "Microprocessors," "Memory" and
"Software," respectively. The following text appears below the Moore's Law
image: "Doubles every 18 months." There are four smaller circular images on the
perimeter of the Law of Photonics image labeled "Photonic DWDM Optical
Networking," "Access Technologies," "Appliances," and "Software & Applications,"
respectively. The following text appears outside and around the perimeter of the
Law of Photonics image: "Increases Users," "Increases Demand" and "Lowers
Costs." The following text appears below the Law of Photonics image: "Doubles
every 6 to 9 months."

[Slide 13] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Bandwidth Explosion." This slide
also contains an illustration of a Wavelength Division Multiplexer using
squares, triangles, rectangles and tubes. The left hand side of the illustration
is labeled "WDM" and the middle of the illustration is labeled "Fiber
Amplifiers."

[Slide 14] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Wavelength Division Multiplexing."
This slide also contains a graph listing the years 1980, 1985, 1990, 1995, 2000
and 2005 at points from left to right along the x-axis. At points from bottom to
top long the y-axis are the numbers 0.01, 0.1, 1, 10, 100, 1,000 and 10,000 and
the label "CAPACITY (Gb/s)" to the left of these numbers. There is a line in the
graph starting at the point corresponding with 1980 on the x-axis and leading
gradually up until the point corresponding to 1995 on the x-axis. The point
corresponding with 1990 on the x-axis is labeled "OC-48." The point
corresponding with 1995 on the x-axis is labeled "OC-192." Starting at the point
corresponding with the midpoint between 1995 and 2000 on the x-axis, there is a
dotted line continuing at an incline to the right and a solid line continuing at
a steeper incline to the right. At the point corresponding with 2000 on the
x-axis, this solid line becomes a dotted line. The point corresponding to the
midpoint between 1995 and 2000 on the x-axis is labeled "40 X OC-192." The point
corresponding with 2000 on the x-axis is labeled "160 X OC-192."

[Slide 15] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Bandwidth Promise -- A Case Study,"
and the following subtitle: "Medical." This slide also contains the following: a
photographic image of a female doctor positioned on the left side of the slide;
a map of the state of Alaska with a line connecting Nome and Anchorage in the
center of the slide; a photographic image of a male doctor and the back of a
woman's head positioned on the right side of the slide.

[Slide 16] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Bandwidth Promise -- A Case Study."
This slide also contains the following: a photographic image of six children
positioned on the left side of the slide; a map of the United States with a line
connecting Chicago and Dallas with the following text at the Chicago connection
point: "Dad's out-of-town," and the following text at the Dallas connection
point: "Daycare;" and a photographic image of a man holding a laptop computer
positioned on the right side of the slide.

[Slide 17] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "The Carriers' Dilemma," and the
following subtitle: "Network Costs Outpacing Growth." This slide also contains a
graph listing the years 1996 through 2000, from left to right, along the x-axis.
Along the y-axis on the left side are dollar amounts in the millions and on the
right side are percentage amounts which correspond to the dollar amounts on the
left side. There are bullet points, labeled "Network Cost as a % of Revenue,"
and vertical bars, labeled "Revenue/Minute," for each of the years 1996 through
2000. The bullet points are connected by a line that curves upwards from left to
right. The vertical bars are decreasing in height from left to right. This slide
has the following text on the lower left-hand corner: "Source: MSDW."

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[Slide 18] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "New Economics for the New Economy"
This slide also contains an image of a one channel optical system, using lines
and rectangles, with a label of "80 km" above the image and a label of "2.5
Gbps" below the image. In the middle of the image is a square labeled "OEO"
which stands for "optical electrical optical," a regenerator. At the end of the
image is circle containing a black-and-white video of two children running with
a kite. The video had a low-level of resolution. On the lower left-hand side is
an inset graph with an x-axis labeled "Capacity," and a y-axis labeled "Cost."
On the upper right-hand corner of the inset graph is the label, "$/Gbps/km." On
the upper left-hand side of the graph is a small circular image.

[Slide 19] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "New Economics for the New Economy."
This slide also contains an image of a 16 channel optical system, using lines,
parallelograms, and triangles, with a label of "400 km" above the image and a
label of "2.5 Gbps" below the image. At the end of the image is a circle
containing the same video of two children running with a kite as the previous
slide, but now with the addition of low-grade color and better resolution. On
the lower left-hand side is an inset graph with an x-axis labeled "Capacity,"
and a y-axis labeled "Cost." On the upper right-hand corner of the inset graph
is the label, "$/Gbps/km." On the upper left-hand side of the graph is a small
circular image and slightly below and to the right is another circular image,
slightly larger than the first.

[Slide 20] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "New Economics for the New Economy."
This slide also contains an image of a 40 channel optical system, using lines,
parallelograms, and triangles, with a label of "400 km" above the image and a
label of "10 Gbps" below the image. At the end of the image is a circle
containing the same video of two children running with a kite as the previous
slide, but with better resolution. On the lower left-hand side is an inset graph
with an x-axis labeled "Capacity," and a y-axis labeled "Cost." On the upper
right-hand corner of the inset graph is the label, "$/Gbps/km." On the upper
left-hand side of the graph is a small circular image; slightly below and to the
right is another circular image, slightly larger than the first; slightly below
and to the right is a third circular image, slightly larger than the second.

[Slide 21] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "New Economics for the New Economy."
This slide also contains an image of a 160 channel optical system, using lines,
parallelograms, and triangles, with a label of "400 km" above the image and a
label of "10 Gbps" below the image. At the end of the image is a circle
containing the same video of two children running with a kite as the previous
slide, but with better resolution. On the lower left-hand side is an inset graph
with an x-axis labeled "Capacity," and a y-axis labeled "Cost." On the upper
right-hand corner of the inset graph is the label, "$/Gbps/km." On the upper
left-hand side of the graph is a small circular image; slightly below and to the
right is another circular image, slightly larger than the first; slightly below
and to the right is a third circular image, slightly larger than the second;
slightly below and to the right is a fourth circular image, slightly larger than
the third.

[Slide 22] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "New Economics for the New Economy."
This slide also contains an image of a 40 channel optical system, using lines,
parallelograms, and triangles, with a label of ">2000 km" above the image and a
label of "10 Gbps" below the image. At the end of the image is a circle
containing the same video of two children running with a kite as the previous
slide, but with better resolution. On the lower left-hand side is an inset graph
with an x-axis labeled "Capacity," and a y-axis labeled "Cost." On the upper
right-hand corner of the inset graph is the label, "$/Gbps/km." On the upper
left-hand side of the graph is a small circular image; slightly below and to the
right is another circular image, slightly larger than the first; slightly below
and to the right is a third circular image, slightly larger than the second;
slightly below and to the right is a fourth circular image, slightly larger than
the third; slightly below and to the right is a fifth circular image, slightly
larger than the fourth.

[Slide 23] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "New Economics for the New Economy."
This slide also contains a graph with an x-axis labeled "Capacity," and a y-axis
labeled "Cost." On the upper right-hand corner of the graph is the label,
"$/Gbps/km." On the upper left-hand corner of the graph is a small circular
image; slightly below and to the right is another circular image, slightly
larger than the first; slightly below and to the right is a third circular
image, slightly larger than the second; slightly below and to the right is a
fourth circular image, slightly larger than the third; slightly below and to the
right is a fifth circular image, slightly larger than the fourth, that contains
a video of a child running with a kite.

[Slide 24] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "What We Find ...," and the following
subtitle: "Total spending may slow ..." This slide also contains a graph listing
the years 1999, 2000 and 2001 from left to right along the x-axis. There is a
superscript "E" to the right of the years 2000 and 2001. Along the left side of
the y-axis is the label "Capital Spending." There is a bar above the point on
the x-axis marked 1999, with the figure "$187,020" printed on the bar. There is
a bar above the point on the x-axis marked 2000, with the figure "$238,272"
printed on the bar. There is a bar above the point on the x-axis marked 2001,
with the figure "$244,405" printed on the bar. This slide has the following text
on the lower left-hand corner: "Source: Industry sources and Thomas Weisel
partners LLC."

[Slide 25] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "What We Find ...," and the following
subtitle: "But pie shifting toward more optical ..." This slide also contains
two pie charts. There is the label "2000E" above the pie chart on the left. This
pie chart is divided in two: the larger part is labeled "Non-Optical 68%" and
the smaller part is labeled "Optical 32%." There is the label "2001E" above the
pie chart on the right. This pie chart is divided in two: the larger part is
labeled "Non-Optical 59%" and the smaller part is labeled "Optical 41%." This
slide has the following text on the lower left-hand corner: "Source: Company
sources and Thomas Weisel partners LLC."

[Slide 26] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "What We Find ...," and the following
subtitle: "Resulting in robust growth for optical." This slide also contains two
pieces of pie charts. There is the label "2000E" above the piece of the pie
chart on the left. On this piece is the label "$11.5 billion in Optical
Spending." There is the label "2001E" above the piece of the pie chart on the
right. On this piece is the label "$16.2 billion in Optical Spending." Between
the two pieces of pie charts is an arrow pointing to the right and labeled
"Growing to ..." Below the pieces of pie charts is a box and the following text
is inside the box: "Even if in-year boost to capex does not materialize, optical
spending will grow at 40-plus%." This slide has the following text on the lower
left-hand corner: "Source: Industry sources and Thomas Weisel partners LLC."

[Slide 27] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "What Could Change the Results Going
Forward." This slide also contains two boxes. In the box on the left of the
slide is the following text: "Positive Catalysts - Carriers historically
underestimate/sandbag projected capital spending guidance - Capital markets may
open up - Alternative financing becomes available - Fed lowers interest rate."
In the box on the right of the slide is the following text: "Negative Catalysts
- - Recession - Widespread bankruptcy - Survivors go into cash conservation mode."

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[Slide 28] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Next Generation Networks Have Higher
Optical Content at the Core." This slide contains images of two pie graphs
labeled "Legacy Network" and "Next Generation Network," respectively. The Legacy
Network pie graph is divided into two portions labeled "Optical 23%" and
"Non-Optical 77%." The Next Generation Network pie graph is divided into two
portions labeled "Optical 64%" and "Non-Optical 36%." This slide also contains
the following text at the bottom: "Source: Industry sources and Thomas Weisel
Partners LLC."

[Slide 29] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following text: "Partnering with Our Customers to
Deliver on the Promise of the New Economy."

[Slide 30] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Partnering with Our Customers to
Chart the Future." The following text is centered on the slide: "Foundation --
Broad Component Portfolio." The slide contains images labeled "Laser,"
"Attenuators," "Wavelocker," "Thin Film Couplers," "Fiber Bragg Gratings,"
"Waveguide Splitters," "Isolators" and Modulator."

[Slide 31] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Higher Speed -- Lower Costs." This
slide also depicts a graph containing three vertical bars, composed of
multi-colored lines of decreasing height from left to right. Each bar
illustrates the modulation of light in a 16 channel optical system at three
different speeds that are labeled "2.5 Gb/s," "10 Gb/s," and "40 Gb/s," from
left to right. There is a curved line with an arrow on the end, starting at the
top of the left bar and curving down to the right bar.

[Slide 32] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Wavelength Division Multiplexers."
This slide also contains a graphic depiction of four wavelengths of light on
four separate fibers entering a Wavelength Division Multiplexer, depicted as a
parallelogram, and exiting on a single fiber. Around the graphic depiction are
images of technologies used to build a Wavelength Division Multiplexer, with the
following labels: "Thin Film Couplers," "Fiber Bragg Gratings," and "Waveguide
Splitters." There is also an image of a component of a Wavelength Division
Multiplexer with the label "Attenuators." There is also a depiction of a
Wavelength Division Multiplexer with the label "WDM Multiplexers."

[Slide 33] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Advanced DWDM Technologies -- AWG."
This slide provides an animated illustration of an advanced Wavelength Division
Multiplexer. The animated illustration starts with the input of light into the
advanced Wavelength Division Multiplexer, located on a semiconductor substrate;
the path of the light through a Slab Waveguide, an Arrayed Waveguide and another
Slab Waveguide; and the separation of the light into different wavelengths as
the light leaves the Wavelength Division Multiplexer. The illustration has the
following labels: "Input," "Slab Waveguide," "Arrayed Waveguides," "Slab
Waveguide," and "Output." At the bottom of the slide is a realistic image of an
Arrayed Waveguide.

[Slide 34] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Advanced DWDM Technologies --
Interleavers." This slide also contains an animated illustration of the input of
even and odd light frequencies on two separate fibers into an optical fiber
interleaver. The separate frequencies exit the optical fiber interleaver as
tightly-packed light on a single piece of fiber. In the middle of the
illustration is a rectangle labeled "OFI," or optical fiber interleaver. To the
left of the rectangle are two separate rows of bars, the top row labeled "Input
Even Frequencies" and the bottom row labeled "Input Odd Frequencies." There are
arrows next to both rows of bars pointing to the rectangle. On the right side of
the rectangle is a line labeled "Output Frequencies." At the bottom of the slide
is a realistic image of an optical fiber interleaver.

[Slide 35] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "More Channels -- Lower Costs." This
slide depicts a graph containing three vertical bars, composed of multi-colored
lines of decreasing height from left to right. The graph is entitled
"$/wavelength." The vertical bars are labeled "16," "40," and "160," from left
to right, and depict the reduction in cost as the number of channels on a single
fiber increases from 16 to 160. There is a curved line with an arrow on the end,
starting at the top of the left bar and curving down to the right bar.

   5

[Slide 36] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Wavelength Division Multiplexers."
This slide also contains a graphic depiction of four wavelengths of light on
four separate fibers entering a Wavelength Division Multiplexer, depicted as a
parallelogram, and exiting on a single fiber. Around the graphic depiction are
images of technologies used to build a Wavelength Division Multiplexer, with
the following labels: "Thin Film Couplers," "Fiber Bragg Gratings," and
"Waveguide Splitters." There is also an image of a component of a Wavelength
Division Multiplexer with the label "Attenuators." There is also a depiction of
a Wavelength Division Multiplexer with the label "WDM Multiplexers."

[Slide 37] This slide contains the logo of JDS Uniphase Corporation in the
lower right-hand corner and the following title: Advanced DWDM Technologies --
AWG." This slide provides an animated illustration of an advanced Wavelength
Division Multiplexer. The animated illustration starts with the input of light
into the advanced Wavelength Division Multiplexer, located on a semiconductor
substrate; the path of the light through a Slab Waveguide, an Arrayed Waveguide
and another Slab Waveguide; and the separation of the light into different
wavelengths as the following labels: "Input," "Slab Waveguide," "Arrayed
Waveguides," "Slab Waveguide," and "Output." At the bottom of the slide is a
realistic image of an Arrayed Waveguide.

[Slide 38] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Advanced DWDM Technologies --
Interleavers." This slide also contains an animated illustration of the input of
even and odd light frequencies on two separate fibers into an optical fiber
interleaver. The separate frequencies exit the optical fiber interleaver as
tightly-packed light on a single piece of fiber. In the middle of the
illustration is a rectangle labeled "OFI," or optical fiber interleaver. To the
left of the rectangle are two separate rows of bars, the top row labeled "Input
Even Frequencies and the bottom row labeled "Input Odd Frequencies." There are
arrows next to both rows of bars pointing to the rectangle. On the right side of
the rectangle is a line labeled "Output Frequencies." At the bottom of the slide
is a realistic image of an optical fiber interleaver.

[Slide 39] This slide contains the logo of JDS Uniphase Corporation in the
lower right-hand corner and the following title: "More Channels -- Lower
Costs." This slide depicts a graph containing three vertical bars, composed of
multi-colored lines of decreasing height from left to right. The graph is
entitled "$/wavelength." The vertical bars are labeled "16," "40," and "160,"
from left to right, and depict the reduction in cost as the number of channels
on a single fiber increases from 16 to 160. There is a curved line with an
arrow on the end, starting at the top of the left bar and curving down to the
right bar.

[Slide 40] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Optical Amplifiers." The slide
contains an animated illustration of the amplification of light. On the far left
of the illustration is a line labeled "Signal Input." To the right of this line
is a triangle symbolizing an amplifier. The line continues through the triangle.
Inside the triangle is the label "Erbium Fibers" above the line. Also inside the
triangle and resting on the line are two sets of interlocking circles. Under the
two sets of circles are the labels "980 nm" and "1480 nm." To the right of the
triangle the line continues much brighter and is labeled "Signal Output." Around
the illustration are depictions of four devices found within an optical
amplifier, labeled from left to right: "Isolators," "Couplers," "Attenuators,"
and "Pump Lasers."

[Slide 41] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Advanced Amplifier Products." This
slide also contains an image labeled "Semiconductor Optical Amplifier," an image
of a Raman pump labeled "Raman Amplification" and an image with triangles and
rectangles depicting the use of the Raman Pump in amplification.

[Slide 42] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Greater Amplification -- Lower
Costs." This slide also contains a graph entitled "$/wavelength" with an arrow
sloping downward and to the right depicting amplification with "Erbium Fibers"
at the following channels: "16," "40," "160."

   6

[Slide 43] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Optical Cross Connects." This slide
contains a centered image depicting a switch with four different ports, three
images labeled "Switches" and five images of devices labeled "Color Band
Separators."

[Slide 44] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Switching: MEMS." This slide also
contains an inset entitled "MEMS OXC" with images depicting "Imaging Lenses,"
"I/O Fibers," a "Reflector," and "MEMS2 - axis Tilt Mirrors." This slide also
contains an image depicting the use of "Flip-up Micro-mirrors" in a MEMS switch.

[Slide 45] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Advanced Switching -- Lower Costs."
This slide contains the following text: "Deployment," "Reconfiguration," and
"Restoration." This slide also contains a geometric image of eight points
connected by lines.

[Slide 46] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Modules for Optical Networks." This
slide also contains an illustration of an optical system using squares,
triangles, rectangles and parallelograms. Underneath the illustration, there
are four circles representing the module areas that have the following labels:
"Transmission," "DWDM," "Amplification," and "Switching."

[Slide 47] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Broadening Product Lines Through
Advanced Technologies." This slide contains the following text listed with
bullet points: "High-power lasers," "50 GHz spacing," "Waveguides,"
"Polarization controllers," "High-power amplifiers," "Raman amplifiers,"
"Network monitors," "High-speed electronics," "Tunable lasers," "40 Gbit/s
modulation," "Transceiver modules," "Interleavers," "L-band components,"
"Avalanche Photodiodes," "MEMS," and "SOAs."

[Slide 48] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Greater Manufacturing Capacity."
This slide, using the image of freeways, depicts the bottleneck of each of JDS
Uniphase Corporation's manufacturing capacity and SDL, Inc.'s manufacturing
capacity.

[Slide 49] This slide, titled "Greater Manufacturing Capacity," contains the
logo of JDS Uniphase Corporation and the following text: "980 nm Pump Modules,"
"Amplifiers"; and "Modulators." This slide also contains the image of a freeway.

[Slide 50] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Benefits of Working Together." This
slide also contains the following text: "Advanced designs," "Broader product
lines," "Faster product introductions," "Module level integration," "Greater
capacity for growing markets," and "Creating a better partner for our
customers." The slide also contains images of a selection of JDS Uniphase
Corporation's modular products.

[Slide 51] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Overcoming the Industry Bottleneck."
This slide contains an image of a segmented funnel labeled "Services,"
"Systems," and "Components/Modules." The "Services" segment contains logos of
AT&T, BCE, MCI World.com and Sprint. The "Systems" segment contains logos of
Corning, Nortel Networks, Lucent Technologies, Ciena, Alcatel, Cisco Systems and
Cerent. The top of the funnel is being filled with logos of amazon.com, Yahoo!
And America Online.

[Slide 52] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Synergies." This slide contains the
following text with bullet points: "Broad product portfolio," "Manufacturing
capacity," and "Packaging capacity." This slide also contains images of three
separated portions of a pie graph labeled with logos of JDS Uniphase, E-Tek
Dynamics and OCLI, respectively.

[Slide 53] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Synergies." This slide contains the
following text with bullet points: "Improved efficiencies," "Accelerated product
development," "Scale enables automation," and "Improved price performance." This
slide also contains an image of a pie graph divided into three portions labeled
with logos of JDS Uniphase, E-Tek Dynamics and OCLI, respectively.

[Slide 54] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Synergies." This slide contains the
following text with bullet points: "Improved efficiencies," "Accelerated product
development," "Scale enables automation," and "Improved price performance." This
slide also contains a circular image labeled with logos of JDS Uniphase, E-Tek
Dynamics, OCLI and Cronos.

[Slide 55] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Overcoming the Industry Bottleneck."
This slide contains an image of a segmented funnel labeled "Services,"
"Systems," and "Components/Modules." The "Services" segment contains logos of
AT&T, BCE, MCI World.com and Sprint. The "Systems" segment contains logos of
Corning, Nortel Networks, Lucent Technologies, Ciena, Alcatel, Cisco Systems and
Cerent. The top of the funnel is being filled with logos of amazon.com, Yahoo!
And America Online. This slide also contains a circular image to the left of the
funnel labeled with logos of JDS Uniphase, E-Tek Dynamics, OCLI and Cronos.

   7

[Slide 56] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Overcoming the Industry Bottleneck."
This slide contains an image of a segmented funnel labeled "Services,"
"Systems," and "Components/Modules." The "Services" segment contains logos of
AT&T, BCE, MCI World.com and Sprint. The "Systems" segment contains logos of
Corning, Nortel Networks, Lucent Technologies, Ciena, Alcatel, Cisco Systems,
Cerent and a circular image labeled with logos of JDS Uniphase, E-Tek Dynamics,
OCLI and Cronos. The following text is connected to the "Components/Modules"
segment with links: "Capacity," "Scale," "Automation," "Price Performance," "New
Technologies," "More Functionality," and "New Markets." The top of the funnel is
being filled with logos of amazon.com, Yahoo! And America Online.

[Slide 57] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Overcoming the Industry Bottleneck."
This slide contains an image of a segmented funnel labeled "Services,"
"Systems," and "Components/Modules." The "Services" segment contains logos of
AT&T, BCE, MCI World.com and Sprint. The "Systems" segment contains logos of
Corning, Nortel Networks, Lucent Technologies, Ciena, Alcatel, Cisco Systems and
Cerent. The following text is connected to the "Components/Modules" segment
with links: "Capacity," "Scale," "Automation," "Price Performance," "New
Technologies," "More Functionality," and "New Markets." The top of the funnel is
being filled with logos of amazon.com, Yahoo! And America Online.

[Slide 58] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following centered title: "Financial Performance."

[Slide 59] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and is titled "Quarterly Sales (Pro forma including E-TEK)."
This slide contains a bar graph with six vertical bars labeled "Q1, Q2, Q3, Q4
FYI," and "Q1, Q2 FY01," respectively, along the x-axis. Along the y-axis are
dollar amounts depicted in "$Billions."

[Slide 60] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Increase in Annual Sales Rate." This
slide contains a bar graph with five vertical bars labeled "Q2, Q3, Q4 FY00,"
"Q1, Q2 FY01" along the x-axis, respectively. Along the y-axis the graph
contains dollar amounts depicted in "$Millions."

[Slide 61] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "Margins." This slide contains a bar
graph with six vertical bars labeled "Q1, Q2, Q3, Q4 FY00" and "Q1, Q2 FY01,"
respectively, along the x-axis depicting "Gross Margin." Along the y-axis, there
are percentages on the left and right sides of the graph. The graph also
contains a line connecting diamonds depicting "Operating Margin."

[Slide 62] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following title: "SDL Acquisition." This slide
contains information regarding JDS Uniphase Corporation's deal with SDL and also
contains the following text: "3.8: 1 exchange ratio"; "Tax-free exchange,
purchase accounting, no collars"; "Proceeding with DOJ second request"; "No
review on S-4"; and "Anticipate close in February."

[Slide 63] This slide contains the logo of JDS Uniphase Corporation in the lower
right-hand corner and the following centered title: "New Economics for the New
Economy."