United States 
               Securities and Exchange Commission
                     Washington, D.C.  20549




                          SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 1   )

Galileo Corporation

(Name of issuer)

Common Stock

(title of class securities)

                            363544107    
                         (CUSIP number)




          Check 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).

CUSIP No. 363544107						        Schedule 13G                

1 - NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    
	 Eaton Vance Management
     	 #04-3101341

2 - CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP        
	(a)
 	(b)     Group Disclaimed							_X_

3 - SEC USE ONLY


4 - CITIZENSHIP OF PLACE OF ORGANIZATION

     Boston, Massachusetts

  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON   
  WITH:

     5 - SOLE VOTING POWER                597,700 Shares

     6 - SHARED VOTING POWER				  0 Shares

     7 - SOLE DISPOSITIVE POWER		 597,700 Shares

     8 - SHARED DISPOSITIVE POWER			  0 Shares

		
9 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     	597,700 Shares

10 - CHECK BOX IF THE AGGREGATE AMOUNT ON ROW (9) EXCLUDES CERTAIN 
     SHARES

11 - PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW 9 

     7.4%

12 - TYPE OF REPORTING PERSON
     
     IA                         

 CUSIP No. 363544107						        Schedule 13G


Item 1(a) Name of Issuer:

	Galileo Corporation

Item 1(b) Address of Issuer's Principal Executive Office:

	PO Box 550
	Sturbridge, MA  01566                                                     

Item 2(a) Name of Person Filing:

     Eaton Vance Management

Item 2(b) Address of Principal Business Office of Person Filing:

     24 Federal Street, Boston, Massachusetts 02110

Item 2(c) Citizenship:

     United States

Item 2(d) Title of Class of Securities:

     Common Stock

Item 2(e) CUSIP Number

     363544107

Item 3    Eligibility to File Schedule 13G:

Eaton Vance Management, including its subsidiaries, is an investment
 adviser registered under Section 203 of the Investment Adviser Act of 1940,
 and acts as investment adviser to investment companies registered under
 Section 8 of the Investment Company Act of 1940.


Item 4    Ownership:
	
(a)	As of December 31, 1998:

1. Green Century Balanced Fund, an open-end, diversified management
 investment company, beneficially owned 110,000 of the issuers common stock
 (or 1.4% of the 8,053,000 shares believed to be outstanding)

2. Winslow Environment Growth Fund an open-end, diversified management
 investment company, beneficially owned 5,000 of the issuers common stock
 (or 0.06% of the 8,053,000 shares 	believed to be outstanding)
	
3. Winslow Environment Balanced Fund an open-end, diversified management
 investment company, beneficially owned 15,000 of the issuers common stock
 (or 0.19% of the 8,053,000 shares 	believed to be outstanding)
	
4. Various private investment accounts, pension and profit sharing sharing
 accounts beneficially owned 467,700 of the issuers common stock (or 5.8%
 of the 8,053,000 shares believed to be outstanding)

By virtue of rule 13d-3(a)(2) under the Securities Exchange 	Act of 1934,
 Eaton Vance Management, including its subsidiaries, in its capacity as
 investment adviser may be deemed the beneficial owner of 597,700 of the
 issuers Common Stock (or 7.4% of the 8,053,000 shares believed to be
 outstanding), in as much as said investment adviser has investment power
 with respect to such shares.
 
(b)	As of December 31, 1998:

1. 1. Green Century Balanced Fund, an open-end, diversified management
 investment company, has the sole power to vote or to direct the vote of
 110,000 of the issuers common stock and the sole power to dispose or
 direct the disposition of 110,000 of the issuers Common Stock.

2. Winslow Environment Growth Fund an open-end, diversified management
 investment company, has the sole power to vote or to direct the vote of
 5,000 of the issuers common stock and the sole power to dispose or direct
 the disposition of 5,000 of the issuers Common Stock.


3. Winslow Environment Balanced Fund an open-end, diversified management
 investment company, has the sole power to vote or to direct the vote of
 15,000 of the issuers common stock and the sole power to dispose or direct
 the disposition of 15,000 of the issuers Common Stock.

4. Eaton Vance Management, including its subsidiaries, has the sole power
 to vote or to direct the vote of 467,700 of the issuers common stock and
 the sole power to dispose or direct the disposition of 467,700 of the
 issuers Common Stock, in its capacity as investment adviser for various
 private investment accounts, pension and profit sharing sharing accounts.


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:

DISCLAIMER

Eaton Vance Management disclaims and each Fund and account referred to
 herein disclaims that it acts or has ever acted (or has ever agreed to act)
 with any other person (including, without limitation, any one or more of
 the other entities referred to in this statement or any associate thereof)
 as a general partnership, limited partnership, syndicate or other group for
 the purpose of acquiring, holding, voting or disposing of equity securities
 of the issuer within the meaning of Section 13(d)(3) of the Secur
 states the filing or sending of this statement shall not be deemed to
 constitute any such action or agreement.

CERTIFICATION AND SIGNATURE

Eaton Vance Management certifies that it is a person entitled to file
 statements on Schedule 13G under Rule 13d-1(b)(1) promulgated under the
 Securities Exchange Act of 1934, and 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 control of
 the issuer of such securities and were not acquired in connection with or
 as a participant in any transaction having such purpose or effect.


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

                                   EATON VANCE MANAGEMENT



January 12, 1999                   By: Michelle A. Alexander
                                             Assistant Vice President 





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