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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

(Mark One)
     [ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934

           For the quarterly period ended June 28, 1996

                                       OR

     [   ] Transition report pursuant to Section 13 or 15(d) of the Securities
           Exchange Act of 1934
  
           For the transition period from       to

                           Commission File No. 0-25826

                            HARMONIC LIGHTWAVES, INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                         77-0201147
(State of incorporation)                    (I.R.S. Employer Identification No.)

                                 549 Baltic Way
                               Sunnyvale, CA 94089


                                  408-542-2500
               (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

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



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 shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes  X   No
                                  ---     ---

As of June 28, 1996 there were 10,120,161 shares of the Registrant's Common
Stock outstanding.



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         The undersigned Registrant hereby amends its Quarterly Report on Form
10-Q, originally filed with the Securities and Exchange Commission on August 7,
1996 to include disclosure under Item 4 of Part II as set forth below.


PART  II OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       The following matters were approved at the Registrant's Annual Meeting of
Stockholders held on May 15, 1996.

       (a)  The following directors were elected:


<TABLE>
<CAPTION>
   Directors                      Votes For                      Votes Withheld
- --------------------------------------------------------------------------------
<S>                              <C>                             <C>
Anthony J. Ley                    7,184,927                              -
Josef Berger                      7,184,927                              -
Moshe Nazarathy                   7,107,132                         77,795
Gill Cogan                        7,183,770                          1,157
E. Floyd Kvamme                   7,184,927                              -
David A. Lane                     7,184,727                            200
Barry D. Lemieux                  7,184,827                            100
</TABLE>


       (b)  The stockholders also approved the following proposal:


<TABLE>
<CAPTION>
                                              Number of Common Shares Voted
Independent Accountants                      For        Against       Abstain
- --------------------------------------------------------------------------------
<S>                                       <C>          <C>            <C>
(1)  Ratification of Price Waterhouse
     LLP as independent accountants       7,202,691      2,825        35,036
</TABLE>




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                                    SIGNATURE


         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.



Dated:  December 2, 1996

                                HARMONIC LIGHTWAVES, INC.
                                (Registrant)


                                By: /s/  Robin N. Dickson
                                    --------------------------------------------
                                    Robin N. Dickson
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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