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) NOVEMBER 19, 1998
                                                        -----------------


                               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 reported in a press release dated November 19, 1998,
         which is included in this filing as Exhibit 99.1, that it had made
         several changes in senior management and the board of directors. Mr.
         William T. Hanley resigned as President and Chief Executive Officer,
         agreeing to serve as a consultant to the Company for the next year; Mr.
         W. Kip Speyer, President of Leisegang Medical, Inc., one of the
         Company's subsidiaries, and a director of the Company, was appointed
         Acting President and Chief Executive Officer; Mr. Todd Davenport was
         elected to the Board of Directors, bringing with him an extensive
         background in the medical field, which is expected to benefit the
         Company's position in the women's health medical business; and, Mr.
         Stephen Todd, of Argus Management Corporation, was appointed Interim
         Chief Financial Officer.

         The Company also announced that is has implemented a series of cost
         reduction measures intended to bring the Company's operating costs more
         in line with its current level of business.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

         a)   Exhibit

              99.1   Press Release dated November 19, 1998.



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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:  November 25, 1998               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 November 19, 1998.

EX-99.1

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                                                                    EXHIBIT 99.1




           GALILEO ANNOUNCES MANAGEMENT AND BOARD OF DIRECTORS CHANGES
                     AND ADDITIONAL COST REDUCTION MEASURES


     STURBRIDGE, MA, NOVEMBER 19, 1998 - Galileo Corporation (Nasdaq National
Market: GAEO) today announced the following changes in senior management and the
board of directors:

     William T. Hanley has resigned effective immediately as President and Chief
Executive Officer. He has, however, agreed to serve as a consultant to the
Company for the next year. The Board of Directors has appointed W. Kip Speyer,
President of Leisegang Medical, Inc., one of the Company's subsidiaries, and a
director of the Company, as Acting President and Chief Executive Officer.

     Mr. Todd Davenport has been elected to the Board of Directors. Mr.
Davenport founded and is currently president of Cardiant Medical Corporation,
Andover, Massachusetts. He was previously president of the International
Division of St. Jude Medical, Inc., and Vice President, Marketing and Sales, of
Baxter Healthcare Corporation. Mr. Davenport's extensive background in the
medical field is expected to benefit the Company's position in its women's
health medical business.

     Stephen P. Todd has been appointed Interim Chief Financial Officer. Mr.
Todd is associated with Argus Management Corporation of South Natick,
Massachusetts, a financial consulting firm, which has been retained by the
Company to help with the restructuring of the Company.

     The Company also announced that it has implemented a series of cost
reduction measures, consisting principally of reductions in staffing at its
Sturbridge, Massachusetts facility. These measures are intended to bring the
Company's operating costs more in line with its current level of business.

     Galileo, along with its wholly-owned subsidiary, OFC Corporation, develops,
manufactures and markets products based on its core optical and photonic
technologies for applications in medical products and instruments, analytical
instruments and office equipment. Leisegang Medical, a wholly-owned subsidiary,
develops, manufactures, and markets women's health-related medical products.
Please visit our web sites at www.galileocorp.com, www.ofccorp.com and
www.leisegang.com for additional information.