<PAGE>   1
    As filed with the Securities and Exchange Commission on October 16, 1997
                        Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________

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

         DELAWARE                                         77-0201147
----------------------------                            -------------
(State or other jurisdiction                            (IRS Employer
       of incorporation)                              Identification No.)

                                 549 Baltic Way
                          Sunnyvale, California  94089
                    (Address of principal executive offices)
                                  ____________

                                1995 Stock Plan
                            (Full Title of the Plan)
                                  ____________

                                 ANTHONY J. LEY
   CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           HARMONIC LIGHTWAVES, INC.
                                 549 BALTIC WAY
                          SUNNYVALE, CALIFORNIA 94089
                    (Name and address of agent for service)

                                 (408) 542-2500
         (Telephone number, including area code, of agent for service)
                                  ____________

                                   Copies to:
                          PATRICK J. SCHULTHEIS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304


<TABLE>
<CAPTION>
=======================================================================================================================
                 Title of                       Amount           Proposed              Proposed              Amount of
              Securities to                     to be        Maximum Offering      Maximum Aggregate       Registration
              be Registered                   Registered         Price Per         Offering Price(1)            Fee
                                                                Share(1)
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>               <C>                  <C>                    <C>
Common Stock, $0.001 par value, per share      480,000           $13.1875             $6,330,000             $1,918.18
=======================================================================================================================
</TABLE>





(1)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose
        of calculating the registration fee.  The proposed maximum offering
        price per share with respect to the 480,000 shares reserved for
        issuance under the 1995 Stock Plan has been estimated to be the average
        of the high and low price reported in the Nasdaq National Market on
        October 10, 1997.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

  There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:

         (a)     The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act, as amended (the "Exchange Act").

         (b)     The Registrant's quarterly reports on Form 10-Q for the
quarter ended March 28, 1997  and the quarter ended June 27, 1997 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.

         (c)     The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A dated April 6, 1995, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
including any amendment or report filed for the purpose of updating such
description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporations Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.  Article
VI of the Company's Bylaws provides for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by Delaware General Corporation Law, and the Company has entered into
agreements with its officers, directors and certain key employees implementing
such indemnification.





                                      II-1
<PAGE>   3
         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

             Exhibit
              Number 
              ------ 

               5.1       Opinion of Wilson Sonsini Goodrich & Rosati,
                         Professional Corporation, as to the legality of
                         securities being registered.

               10.1      1995 Stock Plan, as amended.

               23.1      Consent of Independent Accountants.

               23.2      Consent of Counsel (included in Exhibit 5.1).

               24.1      Power of Attorney (see page II-4).

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Bylaws, indemnification
agreements, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                      II-2
<PAGE>   4
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harmonic Lightwaves, Inc., a Delaware corporation, certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California, on October 10, 1997.


                               HARMONIC LIGHTWAVES, INC.


                               By: /s/ Anthony J. Ley
                                  -------------------------------------------
                                       Anthony J. Ley, Chairman of the Board,
                                       President and Chief Executive Officer




                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Ley and Robin N.  Dickson,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
            SIGNATURE                               TITLE                             DATE 
-----------------------------------   -------------------------------------      ----------------
 <S>                                  <C>                                        <C>
 /s/ Anthony J. Ley                   Chairman of the Board, President and       October 10, 1997
 ----------------------------------   Chief Executive Officer (Principal
   (Anthony J. Ley)                   Executive Officer)

 /s/ Robin N. Dickson                 Chief Financial Officer (Principal         October 10, 1997
 ----------------------------------   Financial and Accounting Officer)
   (Robin N. Dickson)                

 /s/ E. Floyd Kvamme                  Director                                   October 10, 1997
 ----------------------------------                                                              
   (E. Floyd Kvamme)
 /s/ David A. Lane                    Director                                   October 10, 1997
 ----------------------------------                                                              
   (David A. Lane)

 /s/ Barry D. Lemieux                 Director                                   October 10, 1997
 ----------------------------------                                                              
   (Barry D. Lemieux)

 /s/ Moshe Nazarathy                  Director                                   October 10, 1997
 ----------------------------------                                                              
   (Moshe Nazarathy)

 /s/ Michel L. Vaillaud               Director                                   October 10, 1997
 ----------------------------------                                                              
   (Michel L. Vaillaud)
</TABLE>
















                                      II-3

<PAGE>   5
                               INDEX TO EXHIBITS




  Exhibit
    Number                         Description
------------       ---------------------------------------------------------
     5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation.

     10.1          1995 Stock Plan, as amended.

     23.1          Consent of Price Waterhouse LLP.

     23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation (included in Exhibit 5.1).

     24.1          Power of Attorney (See page II-3).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 13830}]
{"company-data": {"conformed-name": "HARMONIC LIGHTWAVES INC", "cik": "0000851310", "assigned-sic": "3663", "irs-number": "770201147", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38025", "film-number": "97696664"}, "business-address": {"street1": "3005 BUNKER HILL LANE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4089709880"}}
1
    As filed with the Securities and Exchange Commission on October 16, 1997
                        Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  ____________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________

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

         DELAWARE                                         77-0201147
----------------------------                            -------------
(State or other jurisdiction                            (IRS Employer
       of incorporation)                              Identification No.)

                                 549 Baltic Way
                          Sunnyvale, California  94089
                    (Address of principal executive offices)
                                  ____________

                                1995 Stock Plan
                            (Full Title of the Plan)
                                  ____________

                                 ANTHONY J. LEY
   CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           HARMONIC LIGHTWAVES, INC.
                                 549 BALTIC WAY
                          SUNNYVALE, CALIFORNIA 94089
                    (Name and address of agent for service)

                                 (408) 542-2500
         (Telephone number, including area code, of agent for service)
                                  ____________

                                   Copies to:
                          PATRICK J. SCHULTHEIS, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                          Palo Alto, California 94304
=======================================================================================================================
                 Title of                       Amount           Proposed              Proposed              Amount of
              Securities to                     to be        Maximum Offering      Maximum Aggregate       Registration
              be Registered                   Registered         Price Per         Offering Price(1)            Fee
                                                                Share(1)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value, per share      480,000           $13.1875             $6,330,000             $1,918.18
=======================================================================================================================
(1)     Estimated pursuant to Rule 457 of Regulation C solely for the purpose
        of calculating the registration fee.  The proposed maximum offering
        price per share with respect to the 480,000 shares reserved for
        issuance under the 1995 Stock Plan has been estimated to be the average
        of the high and low price reported in the Nasdaq National Market on
        October 10, 1997.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INFORMATION INCORPORATED BY REFERENCE.

  There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:

         (a)     The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act, as amended (the "Exchange Act").

         (b)     The Registrant's quarterly reports on Form 10-Q for the
quarter ended March 28, 1997  and the quarter ended June 27, 1997 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.

         (c)     The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A dated April 6, 1995, filed
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
including any amendment or report filed for the purpose of updating such
description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporations Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnification
to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.  Article
VI of the Company's Bylaws provides for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by Delaware General Corporation Law, and the Company has entered into
agreements with its officers, directors and certain key employees implementing
such indemnification.

                                      II-1
3
         ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

             Exhibit
              Number 
              ------ 

               5.1       Opinion of Wilson Sonsini Goodrich & Rosati,
                         Professional Corporation, as to the legality of
                         securities being registered.

               10.1      1995 Stock Plan, as amended.

               23.1      Consent of Independent Accountants.

               23.2      Consent of Counsel (included in Exhibit 5.1).

               24.1      Power of Attorney (see page II-4).

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Bylaws, indemnification
agreements, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      II-2
4
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Harmonic Lightwaves, Inc., a Delaware corporation, certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California, on October 10, 1997.

                               HARMONIC LIGHTWAVES, INC.

                               By: /s/ Anthony J. Ley
                                  -------------------------------------------
                                       Anthony J. Ley, Chairman of the Board,
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Ley and Robin N.  Dickson,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                               TITLE                             DATE 
-----------------------------------   -------------------------------------      ----------------
/s/ Anthony J. Ley                   Chairman of the Board, President and       October 10, 1997
 ----------------------------------   Chief Executive Officer (Principal
   (Anthony J. Ley)                   Executive Officer)

 /s/ Robin N. Dickson                 Chief Financial Officer (Principal         October 10, 1997
 ----------------------------------   Financial and Accounting Officer)
   (Robin N. Dickson)                

 /s/ E. Floyd Kvamme                  Director                                   October 10, 1997
 ----------------------------------                                                              
   (E. Floyd Kvamme)
 /s/ David A. Lane                    Director                                   October 10, 1997
 ----------------------------------                                                              
   (David A. Lane)

 /s/ Barry D. Lemieux                 Director                                   October 10, 1997
 ----------------------------------                                                              
   (Barry D. Lemieux)

 /s/ Moshe Nazarathy                  Director                                   October 10, 1997
 ----------------------------------                                                              
   (Moshe Nazarathy)

 /s/ Michel L. Vaillaud               Director                                   October 10, 1997
 ----------------------------------                                                              
   (Michel L. Vaillaud)
II-3
5
                               INDEX TO EXHIBITS

  Exhibit
    Number                         Description
------------       ---------------------------------------------------------
     5.1           Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation.

     10.1          1995 Stock Plan, as amended.

     23.1          Consent of Price Waterhouse LLP.

     23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional
                   Corporation (included in Exhibit 5.1).

     24.1          Power of Attorney (See page II-3).