Harmonic, Inc.,Amendment #1 to Form 5

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Washington, DC 20549



Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

o Check box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).
o Form 3 Holdings Reported
o Form 4 Transactions Reported

1. Name and Address of Reporting
2. Issuer Name and Ticker or Trading
3. I.R.S. Identification Number of Reporting
Person, if an entity
  Van Valkenburg, David
(Last) (First) (Middle)
  Harmonic Inc. (HLIT)
  549 Baltic Way
4. Statement for Month/Year 5. If Amendment, Date of Original (Month/Year)
    December 2002
  December 2002
  (Street) 6. Relationship of Reporting Person(s)
to Issuer
(Check All Applicable)
7. Individual or Joint/Group Reporting
(Check Applicable Line)
  Sunnyvale, CA 94089
(City)        (State)        (Zip)
  x  Director o  10% Owner   x Form filed by One Reporting Person
    o  Officer (give title below)   o Form filed by More than One Reporting Person
    o  Other (specify below)  

*   If the form is filed by more than one reporting person, see instruction 4(b)(v).



Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of

(Instr. 3)
2. Transaction

2A. Deemed Execution
Date, if any

3. Transaction

(Instr. 8)
4. Securities Acquired (A)
or Disposed of (D)

(Instr. 3, 4 and 5)
5. Amount of Securities
Beneficially Owned
at the End of Issuer's
Fiscal Year

(Instr. 3 and 4)
6. Ownership
Direct (D) or
Indirect (I)

(Instr. 4)
7. Nature of

(Instr. 4)

                    Amount (A)








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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
  (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative

(Instr. 3)
2. Conversion or Exercise
Price of Derivative
3. Transaction Date
3A. Deemed Execution
Date, if any

4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities
Acquired (A) or Disposed of (D)

(Instr. 3, 4 and 5)

                            (A) (D)

  Common Stock (right to buy)     $8.65     5/17/02     A   20,000









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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

6. Date Exercisable and
Expiration Date

7. Title and Amount of
Underlying Securities

(Instr. 3 and 4)
8. Price of Derivative

(Instr. 5)
9. Number of Derivative
Securities Beneficially
Owned at End of

(Instr. 4)
10. Ownership of
Derivative Security:
Direct (D)
or Indirect (I)

(Instr. 4)
11. Nature of

(Instr. 4)

  Title Amount or
Number of

  (1) 5/17/12   Common Stock 20,000           20,000     D  









Explanation of Responses:

(1) Exercisable in monthly installments over a period of three years from Date of Grant, so that one hundred percent shall be exercisable three years after Date of Grant.

/s/ Laura Donovan   February 10, 2003

**Signature of Reporting Person
By: Laura Donovan

**   Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:   File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Page 4



     Know all by these presents, that the undersigned hereby constitutes and appoints each of Robin N. Dickson and Laura A. Donovan , and Elisa Martinez, signing singly, the undersigned’s true and lawful attorney-in-fact to:

  (1)   execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Harmonic Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
  (2)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
  (3)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of October      , 2002.

    /s/ David R. Van Valkenburg
    David R. Van Valkenburg
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