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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)


41316010
- --------------
(CUSIP NUMBER)

Check the following box if a fee is being paid with this statement.[ ]  (A
fee is not required only if the filing 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 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 (the "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>

Page 2 of 7

CUSIP NO.  41316010               13G

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

Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))**

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing

(a) [ ]
(b) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
     
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

NONE

6. SHARED VOTING POWER

706,200

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

706,200

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

706,200 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.0%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!
    **SEE EXHIBIT A

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Page 3 of 7

		    SCHEDULE 13G


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 Persons Filing:
	    ---------------------

	    Merrill Lynch & Co., Inc.
	    (on behalf of Merrill Lynch Asset Management Group ("AMG"))


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

Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
World Financial Center, North Tower
250 Vesey Street
New York, NY  10381


ITEM 2 (c)  Citizenship:
	    -----------
See Item 4 of Cover Pages

ITEM 2 (d)  Title of Class of Securities:
	    ----------------------------

Common Stock

ITEM 2 (e)  CUSIP NUMBER:
		
See Cover Page









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Page 4 of 7

ITEM 3          

   If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:

(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
        Company Act,
(e) [X] Investment Adviser registered under Section 203 of the Investment
        Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions
        of the Employee Retirement Income Security Act of 1974 or Endowment
        Fund; see 13d-1(b)(1)(ii)(F),
(g) [X] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
        see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).


ITEM 4  Ownership
	--------- 
(a)  Amount Beneficially Owned:
	     
   See Item 9 of Cover Pages.

(b)  Percent of Class:

     See Item 11 of Cover Pages

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

     (i)  sole power to vote or to direct the vote:
		 
	  See Item 5 of Cover Pages
		 
    (ii)  shared power to vote or to direct the vote:

	  See Item 6 of the Cover Pages

   (iii)  sole power to dispose of or to direct the disposition of:
			    
	  See Item 7 of Cover Pages

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

	  See Item 8 of Cover Pages

ITEM 5  Ownership of Five Percent or Less of a Class.
	--------------------------------------------

Not applicable.


<PAGE>

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ITEM 6  Ownership of More than Five Percent on Behalf of Another Person.
	---------------------------------------------------------------

    Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly owned asset management
subsidiaries.  Certain of these subsidiaries hold certain shares of the
security which is the subject of this report. (See Item 7).



ITEM 7   Identification and Classification of the Subsidiary Which 
	 ---------------------------------------------------------
  Acquired the Security Being Reported on by the Parent Holding Company.
  ---------------------------------------------------------------------

    Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management
subsidiaries.  The following asset management subsidiaries hold certain
shares of the common stock, which is the subject of this 13G filing:

Merrill Lynch Asset Management, L.P.
Fund Asset Management, L.P.


ITEM 8   Identification and Classification of Members of the Group.
	 ----------------------------------------------------------

Not Applicable


ITEM 9  Notice of Dissolution of Group.
	------------------------------

Not Applicable
















<PAGE>

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ITEM 10  Certification
	 -------------

    By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired 
and are held in the ordinary course of business and were not acquired and 
are not held 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
and are not held in connection with or as a participant in any transaction 
having such purpose or effect.

Signature.
- ---------

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


Date:  February 14, 1999


Merrill Lynch & Co, Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))

/s/ Jerry Weiss
- -----------------------------
Name:  Jerry Weiss
Title:  Attorney-In-Fact*



- ------------------------------------
*Signed pursuant to a power of attorney, dated January 25, 1999, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch Asset
Management Group ("AMG")) on January 28, 1999 with respect to Creative
Technology, Limited.















<PAGE>

Page 7 of 7
EXHIBIT A

Merrill Lynch Asset Management Group of ML&Co. ("AMG") is comprised of the
following legal entities:  Merrill Lynch Asset Management, L.P. doing business
as Merrill Lynch Asset Management ("MLAM") including the Merrill Lynch Capital
Management Group and Hotchkis and Wiley divisions thereof; Fund Asset
Management, L.P., doing business as Fund Asset Management ("FAM"); Merrill Lynch
Asset Management U.K. Limited ("MLAM UK"); Merrill Lynch (Suisse) Investment
Management Limited ("MLS"); Mercury Asset Management International Limited
("MAMI"); Mercury Asset Management, Ltd.; Mercury Asset Management, Ltd. in
Australia; Mercury Asset Management, Ltd. in the Isle of Man; Mercury Asset
Management Channel Islands, Ltd.; Mercury Asset Management Pte, Ltd.; Mercury
Asset Management Asia Limited; Mercury Asset Management KAG; Munich London
Investment Management, Ltd.; Merrill Lynch Asset Management (Hong Kong) Limited;
Merrill Lynch Mercury Asset Management Japan Limited; Atlas Asset Management,
Inc.; Merrill Lynch Investment Management Canada, Inc.,; Merrill Lynch Asset
Management (India) Limited; PT Merrill Lynch Indonesia; Merrill Lynch Phatra
Securities Co., Ltd.; Merrill Lynch Global Asset Management, Limited; Mercury
Asset Management Channel Islands, Limited; Mercury Asset Management Inter-
national Channel Islands Limited; Grosvenor Venture Managers, Limited; Mercury
Fund Managers, Limited; and N.B.K. Investment Management, Limited.  Each of
MLAM, FAM, MLAM UK, MLS, and MAMI is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, which acts as investment
adviser to various investment companies registered under Section 8 of the
Investment Company Act of 1940.  Each other firm constituting part of AMG is
an investment adviser operating under the laws of a jurisdiction other than
the United States.  The investment advisers that comprise AMG exercise voting
and investment powers over portfolio securities independently from other direct
and indirect subsidiaries of ML&Co.