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


                                 SCHEDULE 13G-A
                                 (Rule 13d-102)

             Information Statement Pursuant to Rules 13d-1 and 13d-2

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                            Harmonic Lightwaves, Inc.
                            -------------------------
                                (Name of Issuer)


                                  Common Stock
                         ------------------------------
                         (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
disclosures provided in a prior cover page.

The information required on 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 1 of 8 Pages


<PAGE>
- -------------------------                           ---------------------------
|CUSIP NO. 413160102    |           13G            |   Page  2  of   8  Pages |
|          -----------  |                          |        ---     ---       |
- -------------------------                           ---------------------------

|--------|---------------------------------------------------------------------|
|  1     |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        |  Aeneas Venture Corporation                                         |
|--------|---------------------------------------------------------------------|
|  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                        |
|                          |        | 0 shares                                 |
|        NUMBER OF         |--------| -----------------------------------------|
|         SHARES           |   6    | SHARED VOTING POWER                      |
|      BENEFICIALLY        |        | --                                       |
|        OWNED BY          ----------------------------------------------------|
|          EACH            |   7    | SOLE DISPOSITIVE POWER                   |
|       REPORTING          |        | 0 shares                                 |
|         PERSON           ----------------------------------------------------|
|          WITH            |   8    | SHARED DISPOSITIVE POWER                 |
|                          |        | --                                       |
|--------|---------------------------------------------------------------------|
|  9     | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|        |                                                                     |
|        | 0 shares                                                            |
|--------|- -------------------------------------------------------------------|
|  10    | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ]  |
|        | SHARES*                                                             |
|        |                                                                     |
|--------|- -------------------------------------------------------------------|
|  11    | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   |
|        | 0%                                                                  |
|--------|- -------------------------------------------------------------------|
|  12    | TYPE OF REPORTING PERSON *                                          |
|        | EP                                                                  |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!                    


                               Page 2 of 8 Pages


<PAGE>

                                  SCHEDULE 13G
                                  ------------


Item 1(a) Name of Issuer:
               Harmonic Lightwaves, Inc.

     1(b) Address of Issuer's Principal Executive Offices:
               3005 Bunker Hill Lane
               Santa Clara, CA 95054

Item 2(a) Name of Person Filing:
               Aeneas Venture Corporation

     2(b) Address of Principal Business Office or, if none,
               Residence:
                    c/o Harvard Management Company, Inc.
                    600 Atlantic Avenue
                    Boston, MA 02210

     2(c) Citizenship:
               Delaware

     2(d) Title of Class of Securities:
               Common

     2(e) CUSIP Number:

               413160102

Item 3    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):

               The entity filing is a wholly-owned subsidiary of the endowment
               fund of Harvard University.

Item 4(a) Amount beneficially owned:
               0 shares

     4(b) Percent of Class:
               0%

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

          (i)  sole power to vote or to direct the vote:
               0 shares

          (ii) shared power to vote or to direct the vote:
               ------

                               Page 3 of 8 Pages



<PAGE>

          (iii) sole power to dispose or to direct the disposition of:
               0 shares

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

Item 5    Ownership of Five Percent or less of a Class:
               This statement is being filed to report the fact that as of the
               date hereof the reporting person ceased to be the beneficial
               owner of more than five percent 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 the undersigned certifies that, to the best of
               its 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.

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


                              AENEAS VENTURE CORPORATION
                              
                              
                              By: /s/ Tami E. Nason
                                 ---------------------------------
                                 Name:  Tami E. Nason
                                 Title: Authorized Signatory
February 12, 1997



Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, attached hereto as Exhibit A
to this Schedule 13G-A is a copy of the initial Schedule 13G.

                               Page 4 of 8 Pages

<PAGE>

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


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                            Harmonic Lightwaves Inc.
                            ------------------------
                                (Name of Issuer)


                                  Common Stock
                         ------------------------------
                         (Title of Class of Securities)


                                    413160102
                                 --------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with the statement [x] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*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
disclosures provided in a prior cover page.

The information required on 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 5 of 8 Pages


<PAGE>
- -------------------------                           ---------------------------
|CUSIP NO. 413160102    |           13G            |   Page  6  of   8  Pages |
|          -----------  |                          |        ---     ---       |
- -------------------------                           ---------------------------

|--------|---------------------------------------------------------------------|
|  1     |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        | Aeneas Venture Corporation                                          |
|--------|---------------------------------------------------------------------|
|  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                        |
|                          |        | 935,927 shares                           |
|        NUMBER OF         |--------| -----------------------------------------|
|         SHARES           |   6    | SHARED VOTING POWER                      |
|      BENEFICIALLY        |        | --                                       |
|        OWNED BY          ----------------------------------------------------|
|          EACH            |   7    | SOLE DISPOSITIVE POWER                   |
|       REPORTING          |        | 935,927 shares                           |
|         PERSON           ----------------------------------------------------|
|          WITH            |   8    | SHARED DISPOSITIVE POWER                 |
|                          |        | --                                       |
|--------|---------------------------------------------------------------------|
|  9     | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|        |                                                                     |
|        | 935,927 shares                                                      |
|--------|- -------------------------------------------------------------------|
|  10    | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ]  |
|        | SHARES*                                                             |
|        |                                                                     |
|--------|- -------------------------------------------------------------------|
|  11    | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   |
|        | 9.5%                                                                |
|--------|- -------------------------------------------------------------------|
|  12    | TYPE OF REPORTING PERSON *                                          |
|        | CO                                                                  |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!                    


                               Page 6 of 8 Pages

<PAGE>

                                  SCHEDULE 13G
                                  ------------

Item 1(a) Name of Issuer:
               Harmonic Lightwaves Inc.

     1(b) Address of Issuer's Principal Executive Offices:
               3005 Bunker Hill Lane
               Santa Clara, CA 95054

Item 2(a) Name of Person Filing:
               Aeneas Venture Corporation

     2(b) Address of Principal Business Office or, if none,
               Residence:
                    c/o Harvard Management Company, Inc.
                    600 Atlantic Avenue
                    Boston, MA 02210

     2(c) Citizenship:
               Delaware

     2(d) Title of Class of Securities:
               Common

     2(e) CUSIP Number:
               413160102

Item 3    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):
               The entity filing is a wholly-owned subsidiary of the endowment
               fund of Harvard University.

Item 4(a) Amount beneficially owned:
               935,927 shares

     4(b) Percent of Class:
               9.5%

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

          (i)  sole power to vote or to direct the vote:
               935,927 shares

          (ii) shared power to vote or to direct the vote:
               ------

                               Page 7 of 8 Pages

<PAGE>

          (iii) sole power to dispose or to direct the disposition of:
               935,927 shares

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

Item 5    Ownership of Five Percent or less of a Class:
               Not Applicable.

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 the undersigned certifies that, to the best of
               its 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.

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


                                          AENEAS VENTURE CORPORATION
                                          
                                          
                                          By:  /s/  Verne O. Sedlacek
                                             -------------------------------
                                             Name:  Verne O. Sedlacek
                                             Title: Authorized Signatory
                                          

February 13, 1996


                                Page 8 of 8 Pages