SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q

(Mark one)

    [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended April 1, 2000


                                       OR


     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

   For the transition period             to
           from
                             ------------   -----------

                        Commission file number 000-25103

                              E-TEK Dynamics, Inc.
             (Exact name of registrant as specified in its charter)

                     Delaware                     59-2337308
           (State or other jurisdiction        (I.R.S. Employer
               of Incorporation or          Identification Number)
                  organization)


                                1865 Lundy Avenue
                           San Jose, California 95131
              (Address of principal executive office and zip code)

                                 (408) 546-5000
              (Registrant's telephone number, including area code)

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of 1934 during the  preceding 12 months (or for such  shorter  period that
      the  registrant  was  required  to file  such  reports),  and (2) has been
      subject to filing requirements for the past 90 days.

                           YES   X          NO
                                -----           -----

As of April 1, 2000,  68,001,398  shares of the  Registrant's  common stock were
outstanding.

                                       1
<PAGE>



                              E-TEK Dynamics, Inc.

                                    FORM 10-Q
                                  April 1, 2000


                                      INDEX
                                                                 Page
<TABLE>
<CAPTION>
<S>       <C>                                                    <C>

Part I.    Financial Information

Item 1.    Financial Statements

           Consolidated Statements of Operations for the Quarter
           and Nine Months Ended April 1, 2000 and April 2, 1999  3

           Consolidated Balance Sheets as of April 1, 2000 and
           June 30, 1999                                          4

           Consolidated Statements of Cash Flows for the Nine
           Months Ended April 1, 2000 and April 2, 1999           5

           Notes to Consolidated Financial Statements             6

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                    8

Part II.   Other Information

Item 1.    Legal Proceedings                                     21



Item 6.    Exhibits and Reports on Form 8-K                      21

Signatures                                                       21

</TABLE>



                                       2
<PAGE>

Part I.        Financial Information

Item 1.        Financial Statements
<TABLE>
<CAPTION>


                              E-TEK Dynamics, Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                         Quarter Ended    Nine Months Ended
                                        ----------------- ------------------
                                        Apr. 1,  Apr. 2,  Apr. 1,   Apr. 2,
                                         2000     1999      2000     1999
<S>                                  <C>        <C>     <C>        <C>
Net revenues                          $ 90,628  $49,472  $223,435  $121,122
Cost of goods sold                      45,668   24,495   112,398    59,338
                                        -------- -------- --------- --------
  Gross profit                          44,960   24,977   111,037    61,784
                                        -------- -------- --------- --------

Operating expenses:
  Research and development               8,562    4,233    19,783    10,564
  Selling, general and administrative   10,423    7,065    26,561    18,208
  Purchased in-process research and
  development                                -        -     1,630        -
  Amortization of intangibles            8,325        -    22,915        -
                                        -------- -------- --------- --------
       Total operating expenses         27,310   11,298    70,889    28,772
                                        -------- -------- --------- --------

Operating income                        17,650   13,679    40,148   33,012
Interest income                          2,415    1,185     6,372    2,595
Interest expense                          (565)    (417)   (1,402)  (1,042)
                                        -------- -------- --------- --------

Income before income taxes              19,500   14,447    45,118   34,565
Provision for income taxes               7,410    5,779    17,145   13,826
                                        -------- -------- --------- --------

Net income                              12,090    8,668    27,973   20,739
Convertible preferred stock accretion        -        -         -    3,882
                                        -------- -------- --------- --------

Net income available to Common
  Stockholders                        $ 12,090   $8,668   $27,973  $16,857
                                        ======== ======== ======== ========

Net Income per share:
  Basic                               $   0.18     0.15      0.43     0.44
  Diluted                             $   0.17     0.14      0.40     0.34

Shares used in net income per share
Calculations:

  Basic                                 66,103   57,720    64,473   38,244
  Diluted                               71,848   63,719    70,107   60,910

</TABLE>



                See Notes to Consolidated Financial Statements.



                                       3
<PAGE>




                              E-TEK Dynamics, Inc.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
<CAPTION>

                                                  April 1,     June 30,
                                                    2000         1999
                                                  ----------- -----------
                     ASSETS                       (Unaudited) (Audited)
<S>                                              <C>         <C>

 Current assets:
   Cash and cash equivalents                     $  185,415  $   55,090
   Accounts receivable, net                          55,156      29,831
   Inventories                                       62,188      20,367
   Deferred tax assets                               13,649      13,542
   Other current assets                               8,675       3,542
                                                  ----------- -----------
       Total current assets                         325,083     122,372

 Property and equipment, net                        103,804      61,874
 Long-term investments                               17,666      11,665
 Goodwill and other intangibles, net                 73,894      34,585
                                                  ----------- -----------
       Total assets                              $  520,447  $  230,496
                                                  =========== ===========

      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Accounts payable                              $   32,927  $   17,762
   Accrued liabilities                               32,464      26,352
   Income taxes payable                              19,215       4,337
   Current portion of capital lease obligations       1,353       1,277
   Current portion of long-term debt                 15,211       6,101
                                                  ----------- -----------
       Total current liabilities                    101,170      55,829
 Capital lease obligations, net of current
 portion                                              1,268       2,281
 Long-term debt, net of current portion              33,370      19,232
 Deferred income taxes                               18,802       3,481
                                                  ----------- -----------
       Total liabilities                            154,610      80,823
                                                  ----------- -----------


 Stockholders' equity:
   Preferred Stock, $0.01 par value, 25,000
   shares authorized, none issued and
   outstanding                                            -           -
   Common stock, $0.001 par value, 300,000
     shares authorized, 68,001 and 62,054 shares
     issued and outstanding, respectively                68          63
   Additional paid-in capital                       400,933     216,124
   Notes receivable from stockholders                (9,686)    (11,454)
   Deferred compensation                             (2,511)     (3,805)
   Distribution in excess of net book value         (83,901)    (83,901)
   Retained earnings                                 60,619      32,646
   Cumulative translation adjustment                    315           -
                                                  ----------- -----------
       Total stockholders' equity                   365,837     149,673
                                                  ----------- -----------
       Total liabilities and stockholders'
       equity                                    $  520,447  $  230,496
                                                  =========== ===========
</TABLE>

               See Notes to Consolidated Financial Statements.


                                       4
<PAGE>

                              E-TEK Dynamics, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands, unaudited)

<TABLE>
<CAPTION>

                                                  Nine Months Ended
                                                 Apr.1,       Apr. 2,
                                                  2000          1999
                                               -------------------------
<S>                                          <C>          <C>

 Cash flows from operating activities:
 Net income                                  $    27,973  $    20,739
 Adjustments to reconcile net income to net
   Depreciation and amortization                  36,250        8,382
   Stock compensation expense                        486        1,126
   Imputed interest income                           (79)        (721)
   Purchased in-process research and
   development                                     1,630            -
   Changes in assets and liabilities:
     Accounts receivable                         (21,867)     (10,639)
     Inventories                                 (37,736)     (10,599)
     Deferred income taxes                            24            -
     Other current assets                         (4,493)      (1,313)
     Accounts payable                             12,336        6,762
     Accrued liabilities                           1,998       10,260
     Income taxes payable                         14,878        2,748
                                               ------------  -----------
       Net cash provided by operating
       activities                                 31,400       26,745
                                               ------------  -----------

 Cash flows from investing activities:
   Additions to property and equipment           (49,766)     (30,373)
   Long-term investments                          (6,001)      (1,964)
   Payment from (advance to) joint venture             -        7,000
   Acquisition of FibX, net of cash received     (12,550)           -
   Acquisition of Kaifa, net of cash received    (10,551)           -
                                               -----------   -----------
       Net cash used in investing activities     (78,868)     (25,337)
                                               ------------  -----------

 Cash flows from financing activities:
   Proceeds from issuance of Common Stock, net         -       43,518
   Proceeds from secondary offering, net         146,990            -
   Proceeds from exercise of Common Stock          6,066            -
   Proceeds from Employee Stock Purchase Plan      1,970            -
   Principal payments on capital lease
   obligations                                      (937)        (953)
   Principal repayments on notes receivable
   from stockholders                               2,639        1,694
   Borrowings on short-term debt                     269            -
   Payments on short-term debt                      (898)           -
   Borrowings on long-term debt                   27,500       20,175
   Payments on long-term debt                     (6,118)      (4,017)
                                               ------------  -----------
       Net cash provided by financing
       activities                                177,481       60,417
                                               ------------  -----------

 Effect of exchange rate changes on cash             312            -
 Net increase in cash and cash equivalents       130,325       61,825
 Cash and cash equivalents at beginning of
 period                                           55,090       21,918
                                               ------------  -----------
 Cash and cash equivalents at end of period  $   185,415   $   83,743
                                               ============  ===========

 Supplemental disclosure of cash flow information:
 Interest paid                               $      1,648 $     1,020
 Income taxes paid                           $      2,585 $    11,078
</TABLE>

                See Notes to Consolidated Financial Statements.


                                       5
<PAGE>


                              E-TEK Dynamics, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1. Basis of Presentation

The accompanying  unaudited financial data as of April 1, 2000 and April 2, 1999
and for the  quarter  and nine month  periods  ended  April 1, 2000 and April 2,
1999,  have been  prepared by us pursuant  to the rules and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations. These consolidated financial statements should be read in
conjunction with the financial  statements and the notes thereto included in our
Registration Statement on Form S-1 declared effective on August 11, 1999.

In the  opinion of  management,  all  adjustments  (which  include  only  normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results  of  operations,  and cash flows as of April 1, 2000 and for the 3 month
and 9 month periods (as applicable)  ended April 1, 2000 and April 2, 1999, have
been made.  The results of operations for the period ended April 1, 2000 are not
necessarily indicative of the operating results for the full year.

2. Inventories

The components of inventories consist of the following (in thousands):
<TABLE>
<CAPTION>


                                                  Apr.1,      June 30,
                                                   2000         1999
                                                -----------  -----------
     <S>                                          <C>         <C>

    Raw materials...............................  $23,650      $10,613
    Work in process.............................   26,840        7,577
    Finished goods..............................   11,698        2,177
                                                -----------  -----------
                                                  $62,188      $20,367
                                                ===========  ===========

</TABLE>

                                       6
<PAGE>
3.  Earnings per share

The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):
<TABLE>
<CAPTION>


                                     Quarter Ended   Nine Months Ended
                                     -------------   -----------------

                                     Apr. 1,  Apr. 2, Apr. 1,  Apr. 2,
                                     -------  ------- -------- -------
                                       2000    1999     2000     1999
                                       ----    ----     ----     ----
<S>                                <C>        <C>       <C>       <C>

Numerator:
  Net income.......................  $ 12,090 $ 8,668 $ 27,973 $ 20,739
  Convertible Preferred Stock
  accretion........................         -       -        -    3,882
                                     -------- ------- --------- --------
  Net income available to Common
   Stockholders (Basic)............    12,090   8,668   27,973   16,857
  Convertible Preferred Stock
   accretion.......................         -       -        -    3,882
                                     -------- ------- --------- --------
  Net income available to Common
   Stockholders and assumed
   Conversions (Diluted)...........  $ 12,090 $ 8,668 $ 27,973 $ 20,739
                                     ======== ======= ======== =========
Denominator:
  Denominator for basic earnings per
    share-weighted average common
    shares                             66,013  57,720   64,473   38,244
  Effect of dilutive securities
   Common Stock options............     3,878   2,280    3,294    1,772
   Unvested Common Stock subject
   to repurchase                        1,957   3,719    2,340    4,549
   Convertible Preferred Stock....          -       -        -   16,345
                                     -------- ------- --------- --------
  Denominator for dilutive earnings
  per share-adjusted weighted average
  common shares and assumed
  conversions......................    71,848  63,719   70,107   60,910

Basic earnings per share...........     $0.18   $0.15    $0.43    $0.44
                                     -------- ------- -------- ---------
Diluted earnings per share.........     $0.17   $0.14    $0.40    $0.34
                                     -------- ------- -------- ---------
</TABLE>

4.    Comprehensive income

Comprehensive  income for the quarter ended April 1, 2000 was  $12,241,000,  and
for the nine months ended April 1, 2000 was $28,288,000.

5. Recent Financial Pronouncements

In  June  1998,  the  Financial  Accounting  Standards  Board  issued  SFAS  133
"Accounting  for  Derivative  Instruments  and  Hedging  Activities."  SFAS  133
establishes  accounting and reporting  standards for derivative  instruments and
for hedging activities. The adoption of SFAS 133 has been deferred to all fiscal
quarters of fiscal years  beginning  after June 15, 2000, by SFAS 137. We do not
expect  the  adoption  of SFAS 133 to have a material  impact on our  results of
operations.

6.  Subsequent Events

On January 17, 2000, we entered into an Agreement and Plan of Reorganization and
Merger with JDS Uniphase Corporation. On April 2, 2000, we announced that we and
JDS  Uniphase  had  received  requests  for  additional  information  and  other
documents  from the Antitrust  Division of the U.S.  Department of Justice under
the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976 with respect to our
proposed merger with JDS Uniphase. Upon completion of this proposed transaction,
our  stockholders  will receive 2.2 shares of JDS Uniphase common stock for each
share of  E-TEK  common  stock  they  own,  and we will  become  a  wholly-owned

                                       7
<PAGE>

subsidiary of JDS  Uniphase.  Completion  of the  transaction  is subject to the
approval  of our  stockholders,  as well as  customary  closing  conditions  and
regulatory  approvals.   Accordingly,   there  can  be  no  assurance  that  the
transaction  will be completed.  On January 19, 2000, we filed the press release
announcing  the  transaction  and the merger  agreement in a report on Form 8-K.
Those  documents  contain the specific terms and conditions of the  transaction.
More  information  about  JDS  Uniphase  is  available  in  its  reports  to the
Securities and Exchange  Commission,  which are on the Internet at  www.sec.gov.
Those reports include a Form 8-K filed on January 18, 2000 by JDS Uniphase, with
unaudited pro forma condensed combined consolidated financial statements showing
E-TEK and JDS Uniphase on a combined pro forma basis for certain periods.


Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations

Certain statements  contained in this Quarterly Report on Form 10-Q,  including,
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates,"  "expects," and words of similar  import,  may  constitute  forward
looking  statements  within the  meaning of the  Private  Securities  Litigation
Reform Act of 1995. These statements include  statements  regarding our proposed
merger  with JDS  Uniphase,  our future  business  results,  relationships  with
customers and suppliers, and are subject to a number of risks and uncertainties,
including  risks relating to regulatory  approvals of the merger,  dependence on
key customers and suppliers,  and our ability to meet demand through production.
Readers are referred to the Risk Factors section in this report, and to the risk
factors set out in our Registration  Statement on Form S-1 (File No. 333-83857),
Annual Report on Form 10-K and the preliminary form of proxy statement contained
in the Registration  Statement on Form S-4 of JDS Uniphase Corporation (File No.
333-30240), which describe factors that could cause actual events to differ from
those contained in the forward looking statements.

Overview

We design, manufacture and sell high quality fiberoptic components,  modules and
subsystems  for  optical  networks.  Optical  networks  are  being  deployed  by
telecommunications  service  providers like AT&T and MCI WorldCom to address the
demand for applications such as Internet access, e-mail, and electronic commerce
that  require  high  capacity,  high speed data  transmission.  Our products are
designed into optical  systems built for these  service  providers'  networks by
telecommunications equipment manufacturers. Our products guide, route or amplify
the light  signals  which  transmit  data  within an  optical  network,  in both
long-haul terrestrial and undersea networks, as well as in metropolitan area and
cable networks.

Revenues from product sales are generally  recognized at the time the product is
shipped,  with  provisions  established  for  new  products,  estimated  product
returns,  and allowances.  A relatively small number of customers have accounted
for a significant portion of our revenues to date, and we expect that this trend
will continue for the  foreseeable  future.  This has  historically  resulted in
uneven orders and fluctuating demand for our products.

The fiber optic component industry is characterized by rapidly declining average
selling  prices and  increasing  unit volumes.  These price declines have had an
adverse affect on our gross margins.

                                       8
<PAGE>



Results of Operations

The following table sets forth,  for the periods  indicated,  the percentages of
net  revenues  represented  by  certain  items  reflected  in  our  Consolidated
Statement of Operations:
<TABLE>
<CAPTION>


                                        Quarter ended    Nine Months ended
                                      Apr. 1,  Apr. 2,    Apr. 1,  Apr. 2,
                                       2000      1999       2000     1999
                                       ----      ----       ----     ----
<S>                                 <C>          <C>        <C>      <C>
Net revenues........................    100.0%   100.0%     100.0%    100.0%
Cost of goods sold..................     50.4     49.5       50.3      49.0
                                     --------- ---------- --------- ---------
   Gross profit.....................     49.6     50.5       49.7      51.0
                                     --------- ---------- --------- ---------
Operating expenses:
   Research and development.........      9.4      8.6        8.9       8.7
   Selling, general and administrative   11.5     14.3       11.9      15.0
   Purchased in-process R&D.........      0.0      0.0        0.7       0.0
   Amortization of intangibles......      9.2      0.0       10.2       0.0
                                     --------- ---------- --------- ---------
      Total operating expenses......     30.1     22.9       31.7      23.7
                                     --------- ---------- --------- ---------
Operating income....................     19.5     27.6       18.0      27.3
Interest income.....................      2.6      2.4        2.8       2.1
Interest expense....................     (0.6)    (0.8)      (0.6)     (0.9)
                                     --------- ---------- --------- ---------
Income before income taxes..........     21.5     29.2       20.2      28.5
Provision for income taxes..........      8.2     11.7        7.7      11.4
                                     --------- ---------- --------- ---------
Net income..........................     13.3%    17.5%      12.5%     17.1%
                                     --------- ---------- --------- ---------
</TABLE>

Quarters Ended April 1, 2000 and April 2, 1999

Net Revenues

Net revenues  increased  83.2% to $90.6  million in the third  quarter of fiscal
2000,  from $49.5  million  in the third  quarter of fiscal  1999.  The  revenue
increase  was  primarily  due to  increased  shipments  of  products  for  dense
wavelength  division  multiplexing  systems,  optical  amplifiers,  and  optical
modules.  The WDM  product  family  accounted  for  the  majority  of our  total
revenues,  and this is expected to continue for the remainder of fiscal 2000. We
also  increased  revenues  from new  customers  in the  optical  systems  market
particularly  those focused on the ultra long-haul,  metropolitan,  access,  and
cable markets.  Customers  continue to demand a wide variety of wavelengths with
more difficult filter and packaging specifications. This may decrease our usable
filter supply and affect our ability to ship products and generate revenues.  In
addition,  our customers are requesting  higher levels of  integration,  such as
packaging WDM devices into modules and subsystems,  which may impact our ability
to build and ship products and generate revenues.

Gross Profit

Gross profit  increased  80.0% to $45.0  million for the third quarter of fiscal
2000 from $25.0 million in the third quarter of fiscal 1999.  Cost of goods sold
consists of raw material costs,  direct labor costs,  warranty costs,  royalties
and overhead  related to our  manufacturing  operations.  Gross  profit  margins
declined  from 50.5% to 49.6%  between  these  periods due to declining  average
selling  prices  (ASPs) and increased  costs  associated  with  expansion of our
manufacturing  capacity in San Jose,  California,  including a new manufacturing
training center. These costs are partially offset through higher unit shipments.
In March 2000,  we signed an agreement  for the  development  and lease of a new
facility in Shenzhen,  China,  aggregating an additional 320,000 square feet. We
expect  our growth  and  expansion  plans in San Jose,  California,  China,  and

                                       9
<PAGE>

elsewhere in Asia to continue to have an adverse  effect on our margins until we
can absorb the additional  manufacturing  capacity through  increased  revenues.
Also, as more people are hired to meet increased unit volumes, the manufacturing
yield and quality may decline,  which may have an adverse impact on our margins.
We also expect the decline in ASPs to continue in the future.

Research and Development Expenses

Research  and  development  (R&D)  expenses  consist of  compensation  costs for
personnel,  depreciation  of equipment,  and prototype  materials.  Research and
development  expenses  were $8.6  million  for the third  quarter of fiscal 2000
representing  9.4% of net revenues.  This  represents a 102.3% increase over the
third  quarter  of  fiscal  1999 R&D  expenses  of $4.2  million  or 8.6% of net
revenues.  The increase was  primarily  due to the increase in R&D personnel and
material  costs.  We expect  that R&D  expenses  will  continue  to  increase in
absolute  dollars for the remainder of fiscal 2000 as we invest in expanding and
enhancing our product lines,  although such expenses may vary as a percentage of
net revenues in future periods.

Selling, General and Administrative Expenses

Selling,  general and administrative  expenses consist of compensation costs for
personnel, sales commissions,  travel expenses, marketing programs, trade shows,
professional  services,  accounting,  human resources,  executive management and
consulting.  Selling, general and administrative expenses were $10.4 million for
the third  quarter of fiscal  2000,  representing  11.5% of net  revenues.  This
represents a 47.5% increase over selling,  general and  administrative  expenses
for the third  quarter of fiscal 1999 of $7.1 million or 14.3% of net  revenues.
The increase in absolute dollars of expenditures  over this period reflected the
hiring of additional selling, marketing and administrative personnel,  increased
commissions  paid on higher revenues,  and increased  promotional  expenses.  We
anticipate that our selling,  general and administrative  expenses will increase
in absolute dollars for the remainder of fiscal 2000, although such expenses may
vary as a percentage of net revenues in future periods.

Amortization of Purchased Intangibles

Amortization  of purchased  intangibles was $8.3 million in the third quarter of
fiscal 2000 due to the  amortization  of intangible  assets  generated  from our
acquisitions of Kaifa,  ElectroPhotonics,  and FibX, all of which were accounted
for as purchases.

Interest Income and Interest Expense

Our interest  income was  approximately  $2.4  million for the third  quarter of
fiscal 2000, which represents an increase of $1.2 million from the third quarter
of fiscal  1999.  The  increase  in  interest  income  was the  result of higher
investment  balances obtained from our follow-on public offering of our stock in
August 1999,  that generated  $147.0 million in cash, net of transaction  costs.
Interest  expense,  incurred on  borrowings  collateralized  by our property and
equipment,  and on capital  leases,  was $0.6  million for the third  quarter of
fiscal 2000.

Provision for Income Taxes

Our  combined  federal  and state  income  tax  provision  was 38% for the third
quarter  of fiscal  2000,  slightly  lower than the 40% tax  provision  rate for
fiscal  1999.  The  higher  rate  for  fiscal  1999  is due to a  permanent  tax

                                       10
<PAGE>

difference resulting from our purchase of ElectroPhotonics.  Our future tax rate
may be adversely affected by acquisition related activities.

Nine Months Ended April 1, 2000 and April 2, 1999

Net Revenues

Net revenues increased 84.5% from $121.1 million for the nine months ended April
2, 1999 to $223.4  million for the nine months ended April 1, 2000. The increase
in net revenues  reflected  higher  shipments  of products for dense  wavelength
division multiplexing systems, optical amplifiers, and optical modules.

Gross Profit

Gross profit  increased 79.7% from $61.8 million for the nine months ended April
2, 1999 to $111.0 million for the nine months ended April 1, 2000.  Gross profit
margins  declined  from 51.0% to 49.7% during these  periods,  primarily  due to
declining ASPs and the  additional  costs  associated  with the expansion of our
manufacturing  capacity.  These costs are partially  offset  through higher unit
shipments.

Research and Development Expenses

Research and  development  expenses  increased  87.3% from $10.6 million for the
nine months ended April 2, 1999, which  represented  8.7% of revenues,  to $19.8
million  for the nine  months  ended April 1, 2000,  which  represented  8.9% of
revenues.  The increase was primarily due to the hiring of additional  personnel
and higher material costs.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses increased 45.9% from $18.2 million
for the nine months ended April 2, 1999 which represented 15.0% of revenues,  to
$26.6 million for the nine months ended April 1, 2000, which  represented  11.9%
of revenues.  The increase in absolute dollars of expenditures  over this period
reflected  the  hiring  of  additional  selling,  marketing  and  administrative
personnel,   increased  commissions  paid  on  higher  revenues,  and  increased
promotional expenses.

Interest Income and Interest Expense

Interest  income  increased  from $2.6 million in the nine months ended April 2,
1999 to $6.4  million in the nine months ended April 1, 2000,  primarily  due to
the higher level of investment  balances from the cash received on the follow-on
stock offering in August 1999.  Interest expense  increased from $1.0 million in
the nine months  ended  April  2,1999 to $1.4  million in the nine months  ended
April 1, 2000, reflecting a higher level of borrowings.

Amortization of Purchased Intangibles

Amortization  of  purchased  intangibles  was $22.9  million for the nine months
ended April 1, 2000, due to the amortization of intangible assets generated from
our  acquisitions  of  Kaifa,  ElectroPhotonics,  and  FibX,  all of which  were
accounted for as purchases.

Liquidity and Capital Resources

                                       11
<PAGE>


Since  inception,  we have financed  operations and met our capital  expenditure
requirements  primarily  through cash flows from our operations,  borrowings and
equity financing.  Our operating  activities  provided cash of $31.4 million for
the nine months  ended  April 1, 2000 as compared to $26.7  million for the nine
months ended April 2, 1999.  Cash provided by operating  activities is primarily
the result of net income,  depreciation and  amortization  expenses and accounts
payable,  offset in part by increases in accounts receivable and inventory,  and
decreases  in  accrued  liabilities.  On  April  1,  2000,  we had cash and cash
equivalents of $185.4 million and working capital of $223.9 million.

Net cash used in  investing  activities  was $78.9  million  for the nine months
ended April 1, 2000 as compared to $25.3  million used in  investing  activities
for the nine months  ended  April 2, 1999.  The net cash used in the nine months
ended April 1, 2000 related primarily to capital expenditures,  to the Kaifa and
FibX acquisitions, and to other long-term investments.

Net cash provided by financing activities was $177.8 million for the nine months
ended  April 1, 2000,  as compared  to $60.4  million for the nine months  ended
April 2, 1999.  Net cash  provided by financing  activities  for the nine months
ended April 1, 2000 resulted primarily from net proceeds of approximately $147.0
million from our follow-on public offering.

Our cash is invested in short-term  taxable funds with a maximum duration of 120
days, and our debt instruments are all fixed rate instruments. Our invested cash
may produce less income if interest rates fall.  Currently,  the majority of our
international  sales are U.S.  dollar  denominated.  We could  incur  additional
expenses  due to  exchange  rate risk  because  many  expenses  relating  to our
international  operations  are  denominated in foreign  currencies.  We have not
entered into any currency hedging activities.

Year 2000 Compliance

We have not had any disruption to our computer  programs or business as a result
of year 2000 problems. However, if our customers or suppliers encounter any year
2000 problems, our business could be disrupted as well.

Risk Factors

You should  carefully  consider  these risk  factors  in  addition  to the other
information in this Report.  You should also consider the risk factors set forth
in other documents filed with the SEC,  including the Annual Report on Form 10-K
for the fiscal year ended June 30, 1999, and the Registration  Statement on Form
S-1 dated August 11, 1999.  Any of these factors  could have a material  adverse
impact on our business, financial condition and results of operations.

Our  proposed   merger  with  JDS  Uniphase   Corporation   involves  risks  and
uncertainties, and requires stockholder and regulatory approval.

On January 17, 2000, we announced the signing of an agreement  with JDS Uniphase
Corporation  under  which JDS  Uniphase  proposes to acquire  E-TEK  shares in a
merger  transaction.  If this transaction  closes, our stockholders will receive
2.2 shares of JDS  Uniphase  common  stock for each share of E-TEK  common stock
they  own,  and we will  become  a  wholly  owned  subsidiary  of JDS  Uniphase.
Completion  of this  proposed  transaction  is  subject to the  approval  of our
stockholders,  as well as customary closing conditions and regulatory approvals.
On January  19,  2000,  we filed  with the SEC a press  release  announcing  the
transaction  and the  merger  agreement  as  exhibits  to our  Form  8-K.  Those
documents contain the specific terms and conditions of the transaction. On April

                                       12
<PAGE>

2, 2000,  we  announced  that we and JDS  Uniphase  had  received  requests  for
additional  information  and  other  documentary  material  from  the  Antitrust
Division of the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust
Improvements  Act of 1976.  There can be no assurance that this proposed  merger
will occur, or that the performance of the combined company will be favorable to
our  stockholders,  or that the pendency of the proposed merger will not have an
adverse effect on us in the interim.

The success of the merger  between  E-TEK and JDS Uniphase  may  require,  among
other  things,   integration  or  coordination  of  different   operational  and
management teams, as well as different business  processes and  infrastructures.
Successful integration of the two companies will depend on a variety of factors,
including   the  hiring  and   retention  of  key   employees,   management   of
geographically  separate  facilities,  and the  integration or  coordination  of
different  research and development and product  manufacturing  facilities.  The
diversion of  management  resources  necessary  to  successfully  complete  this
integration  or   coordination   may  temporarily   adversely   impact  business
operations.

It is not certain that JDS Uniphase and E-TEK can be successfully  integrated in
a timely  manner,  or at all,  or that any of the  anticipated  benefits  of the
merger will be realized. Failure to do so could materially harm the business and
operating results of the combined company.  Also, neither JDS Uniphase nor E-TEK
can assure  you that the  growth  rate of the  combined  company  will equal the
historical growth rate experienced by JDS Uniphase and E-TEK.

Customer and employee uncertainty related to the merger could harm E-TEK.

Our customers may, in response to the announcement of the merger, delay or defer
purchasing  decisions.  Any delay or deferral  in  purchasing  decisions  by our
customers  could  seriously  harm  the  business  of the  combined  company.  In
addition,  existing and future strategic alliances that may be beneficial to our
success may be adversely  affected as a result of E-TEK  becoming a wholly-owned
subsidiary of JDS Uniphase.  Similarly, our employees may experience uncertainty
about  their  future  role with the  combined  company  until or after  specific
integration  plans are  announced or  executed.  This may  adversely  affect our
ability  to  attract  and  retain  key  management,   marketing,  and  technical
personnel.

If a major  customer  delays,  reduces or defers  purchases,  our revenues  will
decline.

We  have,  to  date,  depended  on a  small  number  of  large  customers  for a
substantial  portion  of our  sales,  and we  expect  this to  continue  for the
foreseeable  future.  In the third  quarter of fiscal  2000,  our three  largest
customers and their related entities accounted for 54% of our revenues. Industry
consolidation  may reduce the number of  potential  customers  and  increase our
dependence on a small number of customers.

Further,  we do not  have  long-term  contracts  with  many  customers,  and our
existing  contracts do not obligate our customers to buy material amounts of our
products. In addition, we have recently signed contracts that require us to hold
safety  stock,  which  results  in our  holding  inventory  and not  recognizing
revenues until shipment.  Therefore,  sales in a particular period are difficult
to  predict  and  we  may   experience   unforeseen   decreases  in   purchases,
cancellations of purchase orders or deferrals of purchases.

If sales of our wavelength division  multiplexing products decline, our revenues
will be materially reduced.

                                       13
<PAGE>


Sales of wavelength  division  multiplexing  components,  modules and subsystems
accounted for over 50% of our revenues in the third quarter of fiscal 2000,  and
are expected to account for more than 50% of our total  revenues in fiscal 2000.
If sales of this product line decline, our overall revenues will be lower, which
could result in operating  losses.  We may not be  successful in taking steps to
mitigate the risks associated with reduced demand for our existing products.

If we cannot  obtain an  adequate  supply of raw  materials  or  equipment,  our
product revenues may decline.

We use many raw materials and  sub-components  that are in short supply,  and in
some cases from sole  sources.  These range from basic items such as  connectors
and fiber, to more complex items such as specialized crystals, glass lenses, and
thin film filters. For example, we have previously experienced,  and continue to
experience,  shortages  of thin-film  filters,  which has limited our ability to
ship products and generate revenues.

We  depend  on a  limited  number of  suppliers  for  other  key  materials  and
equipment, some of which are sole sources. Delivery delays, quality problems and
price  increases could hurt our ability to supply our customers with products in
a timely  manner,  which could cause our shipments  and revenues to decline.  We
have a limited number of long term agreements  with our suppliers,  and there is
an  increasing  number of new entrants in our  industry who are placing  further
demands on our suppliers.  If our suppliers do not invest in additional capacity
and ramp up their operations in accordance with industry  growth,  and if we are
not successful in identifying and qualifying  additional  sources of supply,  we
may not be able to meet our customers'  demands for greater volumes of products.
Some of our suppliers  are also  competitors  of ours. In addition,  some of our
competitors  may be  able to draw  upon  internal  sources  of raw  material  or
sub-component  supply.  Thus,  our access to supplies may be decreased,  and our
cost of supplies may increase as a result of actions by our competitors.

The increase in the number of WDM wavelengths, narrower spacing requirements and
greater integration increases product complexity, which may adversely affect our
yields, revenues, and inventory levels.

The increased  need for bandwidth is being  satisfied by using more  wavelengths
with  narrower  spacing  between  each  wavelength.  Both of these  trends (more
wavelengths and tighter spacing)  increase the complexity and variety of filters
needed and the risk of lower yields.  In addition,  the trend towards  increased
integration  from devices to modules,  and to subsystems  means that any missing
wavelengths,  raw materials,  or sub-components  can delay shipment of the whole
module or  subsystem,  which  would  have an  adverse  impact  on our  revenues.
Furthermore,  building more  integrated  products is more  difficult,  and could
impact our ability to build and ship products and generate revenues.

All these trends also cause us to carry a greater  range and value of inventory,
which in turn substantially  increase the risks of excess and obsolescence,  and
therefore may adversely impact our gross profit margins.

Other technologies that offer narrower wavelength spacing,  such as arrayed wave
guides  or fiber  Bragg  gratings,  have  been  introduced  to the  market as an
alternative  to thin  film  filter  WDMs.  Acceptance  of these  products  could
adversely impact our revenues.

We may not be able to reduce our  manufacturing  costs  sufficiently or plan our
manufacturing expansion accurately.

                                       14
<PAGE>


We expect the price of our existing  products to decline due to various factors,
such as increased  competition,  including  from  companies with lower labor and
production  costs;  a limited  number of potential  customers  with  significant
bargaining  leverage;  introduction of new products by competitors;  and greater
economies  of scale for higher  volume  manufacturers.  To maintain our existing
revenues,  we must  increase  our unit volumes and our  manufacturing  capacity.
Adding  capacity  increases our fixed costs and the levels of unit  shipments we
must  achieve  to  maintain  gross  margins.  As a result,  if we are  unable to
increase our revenues or continuously reduce our manufacturing  costs, our gross
margins may decline and we could incur losses.

We are increasing our manufacturing  capacity at our existing  facilities in San
Jose, California, as well as pursuing the expansion of overseas manufacturing in
China and  elsewhere in Asia.  Developing  overseas  manufacturing  capabilities
involves  significant risks,  which could materially  adversely affect our gross
margins and revenues, including:

      Our inability to qualify a new manufacturing line for all of our
      customers;

      Unanticipated cost increases;

      Unavailability or late delivery of equipment;

      Shortage of raw materials;

      Unforeseen environmental or engineering problems;

      Personnel recruitment delays; and

      Political instability.

Expanding our manufacturing  capacity requires substantial time to build out and
equip  facilities and train  personnel.  If we receive orders  substantially  in
excess of our planned  capacity,  we might not be able to fulfill  them  quickly
enough to meet customer  requirements.  Our inability to deliver products timely
could enable competitors to win business from our customers.

We may not be able to effectively  increase  production and maintain  acceptable
manufacturing yields,  resulting in delay of product shipments and impairment of
our gross margins.

Manufacturing our products is highly complex and labor intensive.  As we rapidly
increase production and hire more people, our manufacturing  yield, which is the
percentage of our products  which meet customer  specifications,  could decline,
resulting in product  shipment  delays,  possible  lost  revenue  opportunities,
higher customer returns,  and impaired gross margins.  Some of our manufacturing
lines have experienced  lower than expected yields,  which could continue in the
future.  Rapid increases in production levels to meet  unanticipated  demand may
also result in higher overtime costs and other expenses.

We are also working on the  automation  of  manufacturing  processes and related
equipment  in order to lower costs  through  improved  yields and reduced  cycle
time. Delays in implementation may reduce our ability to meet demand and have an
adverse effect on our gross profit margins.

                                       15
<PAGE>


Our stock price could fluctuate significantly due to our pending merger with JDS
Uniphase, and to the unpredictability of our quarterly results.

Since the  announcement  on January 17, 2000 of our  agreement to merge with JDS
Uniphase, our stock price has fluctuated  significantly.  Our stock price may be
affected by  fluctuations in the price of JDS Uniphase shares and a higher level
of speculative trading while the merger is pending approval.

Also,  our revenues and operating  results have  fluctuated  significantly  from
quarter-to-quarter in the past and may fluctuate  significantly in the future as
a result of several  factors,  some of which are outside of our  control.  These
factors include:

      The size and timing of customer orders;

      Our ability to manufacture and ship our products on a timely basis;

      Our ability to obtain sufficient supplies to meet our product
      manufacturing needs;

      Our ability to meet customer product specifications and qualifications;

      Our ability to maintain acceptable yields in manufacturing;

      Long and unpredictable sales cycles of up to a year or more;

      Our ability to sustain high levels of quality across all product lines;

      Changes in our product mix;

      The successful introduction of new products;

      Customer cancellations or delivery deferrals;

      Seasonality of customer demand; and

      Difficulties in collecting accounts receivable.

Due to these factors,  results are difficult to predict, and you should not rely
on quarter-to-quarter  comparisons of our results of operations as an indication
of our future performance.  It is possible that, in future periods,  our results
of  operations  may be below the  expectations  of public  market  analysts  and
investors.

If we do not achieve  our planned  revenues,  we could  incur  operating  losses
because our expenses are fixed in the short term.

We commit to capital expenditures and increases in capacity in anticipation of a
level of customer orders that may vary over multiple quarters.  Our expenditures
are largely based on anticipated  future sales and a significant  portion of our
expenses is fixed in the short term. If  anticipated  levels of customer  orders
are not received,  we may not be able to reduce our expenses  quickly  enough to
prevent a decline in our gross margins and operating income.

The fiberoptic component industry is highly competitive, and we could lose sales
to our competitors and our customers.

                                       16
<PAGE>


Many of our competitors  have greater  financial and other resources than us and
they may be able to more quickly:

      Respond to new technologies or technical standards;

      React to changing customer requirements and expectations;

      Manufacture, market and sell current products;

      Develop new products or technologies; and

      Deliver competitive products at lower prices.

As a result of these factors,  our customers  could decide to purchase  products
from our competitors and reduce their purchases from us.

In addition,  our  competitors  and our  customers may acquire our suppliers and
potential suppliers.  Further, several of our largest customers also manufacture
and sell products that are competitive to ours, and have announced that they are
increasing  the  development  of  their  own  internal   sources  of  supply  in
competition with us.

For example,  Corning has  announced an expansion of its ability to produce thin
film  optical  filters  by a factor of ten,  as well as the  acquisition  of Oak
Industries,  a maker of  components  used in WDM systems.  On February 14, 2000,
Corning  announced  it was forming a new venture  with  Samsung  Electronics  to
mass-produce DWDM packaged  components "using  revolutionary  robotics and other
automation  developed  by  Samsung in key  manufacturing  steps  currently  done
manually." On February 14, Corning also announced that it was acquiring NetOptix
for $2  billion in stock in order to "make a leap  forward  in [its]  ability to
provide DWDM passive components." NetOptix produces thin film filters for use in
DWDM  components.  Corning has also announced  acquisitions of optical cable and
passive  components  businesses  from  Siemens and  technology  from the British
Telecommunications Photonics Technology Research Center.

Lucent  Technologies  has  announced an  investment  in  privately-held  Horizon
Photonics,  Inc.,  a provider  of  automated  manufacturing  of passive  optical
components.  Lucent has also commented publicly that it sells a large portion of
its components on the merchant market in addition to supplying its own needs. On
February 15, 2000, Lucent  Technologies  Microelectronics  Group announced a $30
million investment to expand its  optoelectronics  components  operations.  This
investment is expected to result in a four-fold  increase in Lucent's  output of
optical  components in 2000. On February 22, 2000,  Lucent announced that it was
forming a joint  venture  with  DiCon  Fiberoptics,  Inc.,  a  company  based in
Berkeley,   California,   that  is  a  "leading   supplier  of  passive  optical
components," and a significant competitor in thin film filter-based WDMs.

In  addition,  Nortel  Networks  announced  in  November  1999  a  $400  million
investment in its optical  networking  and components  business  including a new
facility for the fabrication of optical components. On February 14, 2000, Nortel
announced  that it was  investing  an  additional  $260  million  (on top of its
previously  announced $400 million investment) to expand its optical network and
component  manufacturing  facilities.  On March 14,  2000,  Nortel  announced an
agreement to acquire Xros, a leader in photonic  switching,  for US$3.25 billion
in Nortel stock as "another key building block in Nortel Networks strategy to be
the  first-mover  in delivering  the  all-optical  Internet." On March 21, 2000,
Nortel announced an agreement to acquire CoreTek, a pioneer in strategic optical
components,  for up to US$1.43 billion in Nortel stock.  On May 5, 2000,  Nortel

                                       17
<PAGE>

announced that it will bring its various optical components  businesses together
to create a global high performance optical components powerhouse. Nortel stated
that  the  new  business  entity,  named  High  Performance  Optical  Components
Solutions,  will serve both Nortel  Networks'  industry leading optical Internet
capabilities and the optical networking market at large.

Cisco Systems, an emerging player in WDM systems,  has announced the acquisition
of  Pirelli  Optical  Systems  and a  strategic  investment  of $100  million in
Pirelli's  optical   components  and  submarine  optical   transmission   system
businesses.

If our new  product  introductions  are  delayed,  or if our new  products  have
defects, our revenues would be harmed and our costs could increase.

If we do not  introduce  and sell new  products,  we will not be able to replace
more mature products with declining  revenues or gross margins.  Customers could
decide to purchase  components from our  competitors,  resulting in lost revenue
over a longer  term.  We could also  incur  unanticipated  costs if new  product
introductions are delayed or we need to fix defective new products.

Acquisitions and investments may adversely affect our business.

Our strategy  includes the acquisition and integration of additional  companies'
products,  technologies and personnel.  We have limited  experience in acquiring
outside  businesses.  Acquisition of businesses  requires  substantial  time and
attention of management personnel and may also require additional equity or debt
financing.

Also, under the terms of the merger,  we must obtain the consent of JDS Uniphase
prior to any significant investments or acquisitions. There is no assurance that
we will obtain JDS Uniphase's consent for any proposed  acquisitions,  which may
adversely affect our ability to enter into strategic relationships.

Integration of newly established or acquired businesses can be disruptive. There
is no assurance  that we will identify  appropriate  targets,  will acquire such
businesses on favorable  terms, or will be able to integrate such  organizations
into our business successfully.

Financial   consequences  of  our   acquisitions  and  investments  may  include
potentially dilutive issuances of equity securities;  large one-time write-offs;
reduced cash balances and related interest  income;  higher fixed expenses which
require a higher level of revenues to maintain gross margins;  the incurrence of
debt and contingent  liabilities;  and amortization expenses related to goodwill
and other intangible assets.

If a key sales representative or distributor stopped selling or reduced sales of
our products, our revenues would suffer.

We sell substantially all of our products through a network of independent sales
representatives and distributors,  the majority of whom have exclusive rights to
sell  our  products  in  certain  territories.  Our  sales  representatives  and
distributors could decide to reduce or stop selling our products.

We may not be able to recruit and retain the personnel we need to succeed.

If we cannot  hire and  retain  technical  personnel  with  advanced  skills and
experience in the  specialized  field of fiber optics,  our product  development
programs may be delayed and our customer  support efforts may be less effective.

                                       18
<PAGE>

If we are unable to hire and retain the  necessary  manufacturing,  engineering,
managerial,  sales  and  marketing  personnel,  we may not be  able to grow  our
revenues.

Our international  sales could be delayed or could incur additional costs, which
would lower their contribution to our gross profit.

We  generate a  significant  portion  of our  revenues  from sales to  companies
located  outside  the  United  States,  principally  in Europe.  As a result,  a
significant   portion  of  our  sales  faces  risks  inherent  in  international
operations, including:

      Government controls, which can delay sales or increase our costs;

      Export licensing requirements and restrictions, which can delay or
      prevent sales;

      Tariffs and other trade barriers, which can increase our costs and make
      our products uncompetitive; and

      Greater difficulty in accounts receivable collection and longer collection
      periods, which can increase our need for working capital.

Currently,  the majority of our international sales are U.S. dollar denominated.
As a result,  our customers'  orders could  fluctuate  significantly  based upon
changes  in our  customers'  currency  exchange  rates in  relation  to the U.S.
dollar. A large increase in the value of the U.S. dollar could make our products
more  expensive  to our foreign  customers,  resulting  in  cancelled or delayed
orders and decreased revenues.

Our  international  operations  expose us to additional  costs, some of which we
cannot predict.

Our recent  expansion of our operations  into other  countries,  such as Canada,
Taiwan, and China, has increased the legal, tax and other business  complexities
that we must comply with. If we cannot comply with local  regulations,  we could
incur  unexpected  costs  and  potential  litigation.  This  expansion  requires
significant  investments which could be adversely affected by exchange controls,
currency  fluctuations,  nationalization,  social and political risks, and other
factors,  depending on the countries in which we are investing in.  Difficulties
in  non-U.S.   financial  markets  and  economies,  and  of  non-U.S.  financial
institutions,  could also adversely  affect our expansion plans and investments.
Our international  operations could also cause our average tax rate to increase.
We could also incur expenses due to the exchange rate risk because many expenses
relating to our international  operations are denominated in foreign currencies,
while our revenues are in U.S. dollars.

If  we  cannot  protect  or  enforce  our  intellectual   property  rights,  our
competitive position may be impaired.

Third parties may attempt to use our  confidential  information  and proprietary
technologies without  authorization.  Policing unauthorized use is expensive and
difficult.  We cannot be sure that will be able to prevent  misappropriation  or
infringement of our intellectual property.

Intellectual property claims against us could cause our business to suffer.

In the past, we have received  notifications alleging that we are infringing the
intellectual  property  rights of third  parties,  and we may in the future face

                                       19
<PAGE>

claims that our products  infringe  the rights of another.  Whether or not these
claims are successful,  we would likely incur significant costs and diversion of
our resources defending these claims.

We could incur costs and experience  disruptions  complying  with  environmental
regulations.

We handle  small  amounts of hazardous  materials  as part of our  manufacturing
activities.  We may be  required  to incur  environmental  remediation  costs to
comply with current or future environmental laws.

Our operations could be disrupted by natural disasters.

Our facilities are susceptible to damage from  earthquakes as well as from fire,
floods, loss of power or water supply,  telecommunications  failures and similar
events. Any of these events could significantly disrupt our operations.

                                       20
<PAGE>




Part II. Other Information

Item 1. Legal Proceedings

We are involved in disputes and litigation in the normal course of our business.
We do not believe that the outcome of any of these  disputes or litigation  will
have a material adverse effect on our business,  financial  condition or results
of operations.


Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits
              The following exhibit is filed herewith.

                27.1 Financial data schedule

(b)   Reports on Form 8-K
              We filed a report on Form 8-K on January 19, 2000,  reporting  the
              Agreement and Plan of Reorganization and Merger among JDS Uniphase
              Corporation, Rainbow Acquisition, Inc. and E-TEK Dynamics, Inc.

Signatures

In accordance with the  requirements  of the Securities  Exchange Act of 1934 as
amended, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date: May 12, 2000        By
                                -----------------------
                          /s/ Sanjay Subhedar
                          Chief Operating Officer and Chief Financial Officer
                          (Principal Financial Officer)