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SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Pursuit to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:

October 29, 2003
(Date of earliest event reported)

HARMONIC INC.

549 Baltic Way
Sunnyvale, CA 94089
(408) 542-2500

(Address including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)

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	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 1.1
EXHIBIT 5.1
EXHIBIT 99.1

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Item 5. Other Events and Regulation FD Disclosure

     On October 29, 2003, Harmonic Inc. (“Harmonic” or the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, SoundView Technology Corporation and Needham & Company, Inc. as managing underwriters on behalf of the several underwriters listed in Schedule A thereto (collectively, the “Underwriters”) relating to the offering and sale of 9,000,000 shares of the Company’s common stock (“Common Stock”) at a purchase price to the public of $7.40 per share. In the Underwriting Agreement, the Company granted to the Underwriters an option to purchase from the Company, solely for the purpose of covering over-allotments, up to 1,350,000 additional shares of Common Stock.

     On October 29, 2003, Harmonic also issued a related press release. A copy of the Underwriting Agreement and a copy of the press release are attached hereto as Exhibit 1.1 and Exhibit 99.1, respectively.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)

Exhibits:

-1-

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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