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


                                SCHEDULE 13G


                  Under the Securities Exchange Act of 1934

                             (Amendment No. 1)*


                             Harmonic Lightwaves, Inc.                      
                              (Name of Issuer)

                      Common Stock, $.001 par value                         
                       (Title of Class of Securities)

                                  413160102         
                               (CUSIP Number)


*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

<PAGE>
CUSIP NO.  413160102                13G                   Page 2 of 11 Pages

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   ABS Ventures III Limited Partnership
   52-1527623

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            0 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          139,425 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       0 shares

                    8  SHARED DISPOSITIVE POWER

                       139,425 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

    139,425 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

12  TYPE OF REPORTING PERSON

    PN
<PAGE>
CUSIP NO.  413160102                13G             Page 3 of 11 Pages

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Calvert Capital, L.P.
   52-1515213

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   Delaware


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            0 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          139,425 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       0 shares

                    8  SHARED DISPOSITIVE POWER

                       139,425 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

    139,425 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

12  TYPE OF REPORTING PERSON

    PN
<PAGE>
CUSIP NO.  413160102                13G             Page 4 of 11 Pages

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Edward T. Anderson
   047-38-0221

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   USA


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            10,073 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          139,425 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       10,073 shares

                    8  SHARED DISPOSITIVE POWER

                       139,425 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

    149,498 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.5%

12  TYPE OF REPORTING PERSON

    IN
<PAGE>
CUSIP NO.  413160102                13G             Page 5 of 11 Pages

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Bruns H. Grayson
   552-72-0606

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   USA


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            0 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          139,425 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       0 shares

                    8  SHARED DISPOSITIVE POWER

                       139,425 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

    139,425 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

12  TYPE OF REPORTING PERSON

    IN
<PAGE>
CUSIP NO.  413160102                13G             Page 6 of 11 Pages

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   Robert Walkingshaw
   186-44-1173

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   USA


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            0 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          139,425 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       0 shares

                    8  SHARED DISPOSITIVE POWER

                       139,425 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
    PERSON

    139,425 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
    CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

12  TYPE OF REPORTING PERSON

    IN
<PAGE>
Item 1(a)   Name of Issuer:

            Harmonic Lightwaves, Inc. (the "Company")

Item 1(b)   Address of Issuer's Principal Executive Offices:

            549 Baltic Way
            Sunnyvale, CA  94089

Item 2(a)   Name of Person Filing:

               This Statement is filed by ABS Ventures III Limited
               Partnership, Calvert Capital, L.P., Edward T. Anderson, Bruns
               H. Grayson and Robert Walkingshaw who are sometimes
               collectively referred to as the "Reporting Persons."

Item 2(b)   Address of Principal Business Office, or
            if none, Residence:

               The address of the principal office of ABS Ventures III
               Limited Partnership is 1 South Street, Suite 2150, Baltimore,
               Maryland  21202.

               The address of the principal office of Calvert Capital L.P.
               and Bruns Grayson is c/o ABS Ventures, 1 South Street, Suite
               2150, Baltimore, Maryland  21202.

               The address of the principal office of Edward T. Anderson and
               Robert Walkingshaw is c/o North Bridge Venture Partners, 404
               Wyman Street, Waltham, Massachusetts  02154.

Item 2(c)   Citizenship:

               ABS Ventures III Limited Partnership and Calvert Capital L.P.
               are Delaware limited partnerships.  Messrs. Anderson, Grayson
               and Walkingshaw are United States citizens.

Item 2(d)   Title of Class of Securities:

               Common Stock, $.001 par value per share (the "Common Stock")

Item 2(e)   CUSIP Number:

            413160 10 2

Item 3      Description of Person Filing:

            Not applicable.

Item 4      Ownership:

               The following information with respect to ownership of the
               Common Stock of the Company by the persons filing this
               Statement is provided as of December 31, 1996, the last day of
               the year covered by this Statement.

               (a)   Amount beneficially owned:

                    See Row 9 of the cover page for each Reporting Person.

               (b)   Percent of Class:

                    See Row 11 of the cover page for each Reporting Person.

               (c)   Number of shares as to which such person has:

                    (i)  Sole power to vote or to direct the vote:

                    See Row 5 of the cover page for each Reporting Person and
                    the response to Item 4(c)(ii) below.

                    (ii) Shared power to vote or to direct the vote:

                    See Row 6 of the cover page for each Reporting Person.

                    Calvert Capital L.P. and Messrs. Anderson, Grayson and
                    Walkingshaw each may be deemed to have shared power to
                    vote and shared power to dispose of an aggregate of
                    139,425 shares owned by ABS Ventures III Limited
                    Partnership by reason of Calvert Capital L.P. being the
                    general partner of ABS Ventures III Limited Partnership
                    and Messrs. Anderson, Grayson and Walkingshaw being the
                    general partners of Calvert Capital L.P..  Calvert
                    Capital L.P. and Messrs. Anderson, Grayson and
                    Walkingshaw each expressly disclaim beneficial ownership
                    of these shares, except to the extent of their respective
                    pecuniary interest therein.

                    (iii)Sole power to dispose or direct the disposition of:

                          See Row 7 of the cover page for each of the
                          Reporting Persons and the response to Item 4(c)(ii)
                          above.

                    (iv) Shared power to dispose or direct the disposition
                    of:

                    See Row 8 of the cover page for each of the Reporting
                    Persons and the response to Item 4(c)(ii) above.

Item 5    Ownership of Five Percent or Less of a Class:

          This Statement is being filed to report the fact that as of
          December 31, 1996 the Reporting Persons have ceased to be the
          beneficial owners of more than 5% of the Class of Securities.

Item 6    Ownership of More than Five Percent on Behalf
          of Another Person:

          Not applicable.

Item 7    Identification and Classification of the Subsidiary Which Acquired
          the Security Being Reported on by the Parent Holding Company:

          Not applicable.

Item 8    Identification and Classification of Members of the Group:

          Not applicable.

Item 9    Notice of Dissolution of Group:

          Not applicable.

Item 10   Certification:

          By signing below we each certify that, to the best of our knowledge
          and belief, the securities referred to above were acquired in the
          ordinary course of business and were not acquired for the purpose
          of and do not have the effect of changing or influencing the
          control of the issuer of such securities and were not acquired in
          connection with or as a participant in any transaction having such
          purposes or effect.




<PAGE>
                                 SIGNATURES

      After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

February 12, 1997

ABS VENTURES III LIMITED PARTNERSHIP
By:  Calvert Capital L.P.



By:/s/ Bruns H. Grayson                              
General Partner


CALVERT CAPITAL L.P.



By:/s/ Bruns H. Grayson                              
General Partner



/s/ Edward T. Anderson                 
Edward T. Anderson



/s/ Bruns H. Grayson                   
Bruns H. Grayson



/s/ Robert Walkingshaw                 
Robert Walkingshaw

<PAGE>
                                                              EXHIBIT 1

                                 AGREEMENT

      Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed on behalf of all of the
undersigned with respect to the ownership of shares of Common Stock of
Harmonic Lightwaves, Inc., by ABS Ventures III Limited Partnership.

      This agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

      EXECUTED as a sealed instrument this 12th day of February, 1997.

ABS VENTURES III LIMITED PARTNERSHIP
By:  Calvert Capital L.P.



By:/s/ Bruns H. Grayson                              
General Partner


CALVERT CAPITAL L.P.



By:/s/ Bruns H. Grayson                              
General Partner



/s/ Edward T. Anderson                 
Edward T. Anderson



/s/ Bruns H. Grayson                   
Bruns H. Grayson



/s/ Robert Walkingshaw                 
Robert Walkingshaw