8-K

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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE

                       SECURITIES EXCHANGE ACT OF 1934




       Date of Report (Date of earliest event reported) MARCH 12, 1997
                                                        --------------

                             GALILEO CORPORATION
            (Exact name of registrant as specified in its charter)


DELAWARE                                                              04-2526583
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


                                                                         0-11309
                                                        (Commission File Number)


GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS                      01566
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number including area code                 (508) 347-9191



- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
        (Former name or former address, if changed since last report)



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Item 5. Other Events
        ------------

        The Registrant announced its plan for reorganizing and redeploying its 
        resources in response to the loss of its largest customer, Xerox
        Corporation, as reported in its press release dated February 12, 1997, 
        and in its SEC Form 10-Q filing dated February 13, 1997. In connection
        with the reorganization, the Registrant expects to record a charge for
        the quarter ending March 31, 1997, of at least $6.8 million or $1.00 per
        share. The highlights of the reorganization plan are described further 
        in the Registrant's press release dated March 12, 1997, which is 
        included in this filing as Exhibit 99.1.

Item 7. Financial Statements and Exhibits
        ---------------------------------

        c)   Exhibits

             99.1   Press Release dated March 12, 1997





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                                  SIGNATURE



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

                                    GALILEO CORPORATION

Date: March 14, 1997                By: /s/ Josef W. Rokus
                                    ------------------------------------
                                    Josef W. Rokus
                                    Vice President, Corporate Development
                                    and Secretary




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                                EXHIBIT INDEX


Exhibit No.
- -----------

    99.1     Press Release dated March 12, 1997

EX-99.1

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                                                                    Exhibit 99.1

- --------------------------------------------------------------------------------
                                 GALILEO NEWS
- --------------------------------------------------------------------------------

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

FROM:     DAVID MANDY                           JOHN CHUHRAN, MEDIA CONSULTANT
          PORTER, LE VAY & ROSE, INC.           PORTER, LE VAY & ROSE, INC.
          (212) 564-4700                        (212) 564-4700

COMPANY   GREG RIEDEL, CHIEF FINANCIAL OFFICER
CONTACT   (508) 347-4222

                                                        FOR IMMEDIATE RELEASE

         
                    GALILEO ANNOUNCES REORGANIZATION PLAN


     STURBRIDGE, MA, MARCH 12 -- Galileo Corporation (NASDAQ, NM:GAEO), today
announced its plan for reorganizing and redeploying Company resources in
response to the loss of its largest customer, Xerox Corporation as reported in
its press release dated February 12, 1997. As previously reported, the loss of
the Xerox business will have a material adverse impact on the Company's
financial performance for at least the remainder of fiscal 1997 and will likely
result in operating losses for the year.

     The Company has completed a reduction in force of 39 employees, or 16% of
total employees resulting in an annualized savings of $1.3 million. In
addition, certain significant discretionary expenditures, originally planned to
support higher operating levels, have been either postponed or eliminated.


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Galileo Corporation    Galileo Park    P.O. Box 550    Sturbridge, MA 01566 USA
                   TEL. (508) 347-9191   FAX (508) 347-3849
                World Wide Web Site: http://www.galileocorp.com

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     In connection with the reorganization, the Company expects to record a
charge for the three months ending March 31, 1997, of at least $6.8 million, or
at least $1.00 per share. The vast majority of the charge will be non-cash and
relates to reductions in inventory, plant and equipment and other assets. The
charge also includes provisions for severance and other obligations offset by a
credit due to the curtailment of related pension benefits.

     William T. Hanley, President and Chief Executive Officer, said, "We
believe we've taken appropriate measures to reorganize the Company after giving
consideration to the lost Xerox business and the opportunities present in our
developing businesses. Our plan redeploys significant resources within the
Company responding to continued strong demand for our medical products."

     He added, "We believe that our strategy of diversification into both
medical and telecommunication products provides a strong foundation for future
growth. We also believe that our balance sheet, particularly with its
significant cash balances, provides the potential to realize our strategy. From
the anticipated growth in our Medical Products Group and the continued health
of our Scientific Detector Products Group we believe that we will return to
profitability in the first calendar quarter of 1998. Our recent acquisition of
C.R. Bard, Inc.'s Sani-Spec(TM) business, the subject of our press release
dated March 3, 1997, will be accretive to earnings immediately and an integral
component in achieving this objective."

     Galileo Corporation develops, manufactures, and markets products based on
its core fiberoptics and electro-optics technologies for applications in
medical products and instruments,




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telecommunication products, analytical detector instruments, and office
equipment. Galileo markets its products to OEMs, through marketing partners,
and direct to end-users. Leisegang Medical, a wholly-owned subsidiary,
develops, manufactures and markets women's health-related medical products.



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1997